Common use of Conditions to Effectiveness of Increase Clause in Contracts

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers Borrower shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Borrower reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall may agree; (iv) the Borrowers Borrower shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Borrowers Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent Borrower and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsor Event of Default shall exist. The Borrowers shall prepay any Committed Any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 shall be automatically adjusted to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Revolving Credit Facility Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. (i) As a condition precedent to such increaseeach Incremental Increase, (i) the Lead each Borrower shall deliver to the Administrative Agent a certificate of such Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower or Guarantor and (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party Borrower or Guarantor approving or consenting to such Commitment IncreaseIncremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01; provided that in the case of any Incremental Increase the proceeds of which are to be used to finance an Investment permitted hereunder or a Permitted Acquisition subject to customary “funds certain provisions”, to the extent agreed by the Lenders providing such Incremental Increase, the representations and warranties the accuracy of which are a condition to the funding of such Incremental Increase shall be limited to (ii1) the Borrowers, Specified Representations (or such other formulation thereof as may be agreed by the Administrative Agentlenders providing such Incremental Increase), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Increase and if breached would give the Company (or applicable Restricted Subsidiary) the right to terminate or refuse to close under the applicable acquisition agreement; (B) no Default or Event of Default shall exist and be continuing; provided that in the case of any Additional Commitment Lender Incremental Increase the proceeds of which are to be used to finance an Investment permitted hereunder or a Permitted Acquisition subject to customary “funds certain provisions”, to the extent agreed by the lenders providing such Incremental Increase, such “no default” condition to the funding of such Incremental Increase shall be limited to (1) at the time of the execution and delivery of the purchase agreement related to such Investment or Permitted Acquisition, no Event of Default shall have executed occurred and delivered be continuing or shall occur as a joinder to result thereof and (2) upon the effectiveness of any Incremental Increase and the making of any Loan Documents in thereunder on the date of such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Incremental Increase, no Specified Default shall have paid such fees occurred and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders be continuing or shall occur as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requesteda result thereof; and (viiC) no Default exists. The Borrowers the Company and its Restricted Subsidiaries shall prepay be in pro forma compliance with each of the financial covenants contained in Section 7.11; provided that in the case of any Committed Loans outstanding on Incremental Increase the Increase Effective Date (and pay any additional amounts required pursuant proceeds of which are to Section 3.05 be used to finance an Investment permitted hereunder or a Permitted Acquisition subject to customary “funds certain provisions”, to the extent necessary agreed by the lenders providing such Incremental Increase, there shall be no condition related to keep the outstanding Committed Loans ratable financial covenants contained in Section 7.11 (other than, to the extent applicable, the incurrence test with any revised Applicable Percentages arising from any nonratable increase respect thereto contained in the Commitments under this Section 2.15definition of Maximum Increase Amount).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall pay any fees agreed to in connection therewith and deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) a customary opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender which will have a certificate Commitment with respect to the increase (the “Increase Lenders”), as to matters concerning the Loan Parties and the Loan Documents under applicable laws as the Administrative Agent or the Increase Lenders may reasonably request, (ii) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Loan Party dated Guarantor and each Assignor authorizing the guaranty of such increase or the inclusion of such increase of the obligations secured under the Collateral Assignment Agreement; (iii) if applicable, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Lender’s Revolving Commitment as of the Increase Effective Date Date; (iv) if applicable, new Term Notes executed by the Borrower, payable to any new Lenders and replacement Term Notes executed by the Borrower, payable to any existing Lenders increasing their existing Term Loan(s) or participating in sufficient copies for each a New Term Loan, in the amount of such Lender’s increased existing Term Loan or New Term Loan, as applicable, as of the Increase Effective Date, and (v) a certificate of the Borrower signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).increase,

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct), on and as of the Revolving Increase Effective Date, Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) after giving effect to the Borrowersincurrence of such Incremental Facility (assuming the full amount of the Incremental Facility has been funded) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 recomputed for the most recently completed Measurement Period and (iii) both before and after giving effect to the Incremental Facility, no Event of Default shall have occurred and be continuing. The Administrative AgentAgent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agentmatters relevant thereto, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, all in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)2.17.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such each increase, (i1) the Lead each Borrower shall deliver to the Administrative Agent a certificate of each Loan Party a Responsible Officer dated as of the applicable Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to Borrower authorizing such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained made in Article V of this Agreement and the made by such Borrower or any Subsidiary in any other Loan Documents Document furnished by such Borrower or any Subsidiary in connection herewith are true and correct on and as of the such applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier a different date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.15(e), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (B) no Default or Event of Default exists, (ii2) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers each Subsidiary Guarantor shall deliver to the Administrative Agent a certificate of a Responsible Officer dated as of the applicable Increase Effective Date certifying and attaching the resolutions adopted by such Subsidiary Guarantor authorizing such increase and (3) each Proposed Lender that is becoming a Lender shall (A) be subject to the approval of the Administrative Agent, each L/C Issuer and the Lenders an opinion Swing Line Lender, which approvals shall not be unreasonably withheld or opinionsdelayed, and (B) execute and deliver a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents L/C Issuer and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsBorrowers. The Borrowers shall prepay any Committed Loans outstanding on the such applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages the Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15)and in effect after giving effect thereto.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to An Incremental Facility shall become effective as of such increase, Increase Effective Date; provided that (i) the Lead Borrower shall deliver to the Administrative Agent a certificate no Event of each Loan Party dated as of the Default exists on such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V Incremental Facility and the other Loan Documents are true making of any Loans pursuant thereto and correct on any transaction consummated in connection therewith (provided that, in the case of Incremental Term Loans incurred to finance a Limited Condition Transaction, if the Borrower has made an LCT Election, such condition shall be that (x) no Event of Default shall have occurred and be continuing at the LCT Test Date and (y) no Event of Default under Section 9.01(a) or (f) shall exist as of the respective Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) any Revolving Credit Commitment Increase shall be on the Borrowers, the Administrative Agent, same terms and any Additional Commitment Lender shall have executed and delivered a joinder pursuant to the Loan Documents same documentation applicable to the Revolving Credit Facility (including the maturity date in such form as respect thereof) (provided the Administrative Agent shall reasonably requireapplicable margin applicable thereto may be increased if necessary to be consistent with that for the Revolving Credit Commitment Increase); (iii) any Additional Revolving Commitments (A) shall rank pari passu in right of payment and of security with the Borrowers Revolving Credit Loans and the Term Loans, (B) shall be secured solely by Collateral, (C) shall not be guaranteed by any entity that is not a Guarantor, (D) shall not mature earlier than (and shall not have paid such fees and other compensation any mandatory commitment reduction earlier than) the Latest Maturity Date applicable to the Additional Commitment Lenders Revolving Credit Loans, (F) except as set forth above, shall be on substantially the same terms and pursuant to the Increased Commitment Lenders as same documentation applicable to the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees Revolving Credit Facility or otherwise reasonably acceptable to the Administrative Agent (or one or more of its Affiliates, it being understood that terms that are not substantially the same as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver those applicable to the Administrative Agent and Revolving Credit Facility but which are applicable only after the Lenders an opinion or opinionsthen-existing Latest Maturity Date applicable to the Revolving Credit Facility, in form and substance reasonably satisfactory shall be deemed acceptable to the Administrative Agent) and (G) the Applicable Rate for the Additional Revolving Commitments shall be determined by the Borrower and the applicable new Lenders; (iv) any Incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the other Term Loans, from counsel (B) shall be secured solely by Collateral, (C) shall not be guaranteed by any entity that is not a Guarantor, (D) shall not mature earlier than the Latest Maturity Date applicable to Term B Loans, (E) shall not have a shorter weighted average life to maturity than the weighted average life to maturity of the Term B Loans, (F) except as set forth above, shall be treated substantially the same as the Term B Loans (in each case, including with respect to mandatory and voluntary prepayments unless otherwise agreed by the Lenders providing the applicable Incremental Term Loans) and (G) the Applicable Rate for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders; provided, however, in the event that the Yield for such Incremental Term Loans is greater than the Yield for the Term B Loans by more than 0.50%, the Applicable Rate for the Term B Loans shall be increased to the Borrowers extent necessary so that the Yield for such Incremental Term Loans is not more than 0.50% higher than the Yield for the Term B Loans, provided that (1) the Incremental Term Loans shall be on terms and pursuant to documentation to be determined by the Borrower, provided that, to the extent such terms and documentation are not consistent with the Term B Facility (except to the extent permitted by clauses (i), (iv)(D), (iv)(E) and (iv)(G) above), they shall be reasonably satisfactory to the Administrative Agent and dated such date with respect (it being understood to the Loan Documents and extent that any financial maintenance covenant is added for the other documentsbenefit of any Incremental Term Loans, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender no consent shall have delivered such other instruments, documents and agreements as be required from the Administrative Agent may reasonably have requestedor any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Term B Loans) and (2) subject to clauses (D) and (E) above, the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the Lenders thereof; and (viiv) no Default exists. The Borrowers the Borrower shall prepay any Committed Loans outstanding be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the Increase Effective Date last day of the most recently ended Calculation Period (and pay any additional amounts required pursuant but otherwise subject to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase 1.07 in the Commitments under this Section 2.15case of Incremental Term Loans incurred to finance a Limited Condition Transaction).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the BorrowersLoan Parties, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the Borrowers fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments, (vi) the Loan Parties shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence satisfactory to the Administrative Agent, that such increase is permitted under the documents governing the Term Loan Documents Debt, any Subordinated Debt and the any other documents, agreements and instruments then executed and the transactions contemplated therebyIndebtedness constituting a Material Contract; (viviii) the Borrowers Loan Parties, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; (ix) the definition of Required Lenders shall have been revised in a manner acceptable to Administrative Agent in its discretion; and (viix) no Default existsor Event of Default exists or shall result therefrom. The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable non-ratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncremental Facility, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Incremental Facility Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increasethe Incremental Facility, and (Bii) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increasethe Incremental Facility, and the drawings thereunder on the relevant Incremental Facility Effective Date, (1A) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct on and as of the Increase Incremental Facility Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.17, the representations and warranties contained in subsections (ag) and (bh) of Section 5.05 4.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (ab) and (bc), respectively, of Section 6.015.03, (iiB) no Default exists or would exist after giving full pro forma effect to the requested Incremental Facility and (C) the Borrowers, Borrower is in compliance with the Administrative Agentcovenants in Section 5.04 (determined on a Pro Forma Basis (x) after giving full effect to the incurrence of the requested Incremental Facility, and any Additional Commitment Lender shall have executed (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and delivered a joinder to then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the Loan Documents requested Incremental Revolving Facility (if any), are fully drawn) (together with calculations in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance detail reasonably satisfactory to the Administrative AgentJoint Lead Arrangers). In the case of an Incremental Revolving Credit Facility, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers Borrower shall prepay any Committed Loans Revolving Credit Advances outstanding on the Increase Incremental Facility Effective Date (and pay any additional amounts required pursuant to Section 3.05 8.04(c)) to the extent necessary to keep the outstanding Committed Loans Revolving Credit Advances ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) both at the Lead time of any request for any Incremental Term Loans and at the Incremental Term Loan Effective Date, no Default or Event of Default shall exist and be continuing to result from such Incremental Term Loans, (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recent Measurement Period, as if such Incremental Term Loans had been outstanding and fully borrowed on the last day of such Measurement Period, (iii) the Incremental Term Loans to be made available shall not require any prepayments prior to the repayment of the Term B Loans made on the Closing Date and shall rank equally with respect to mandatory prepayments with the Term B Loans, (iv) the Weighted Average Life to Maturity of the Term B Loans to be made available shall not be less than the Weighted Average Life to Maturity of the Term B Loans made on the Closing Date, (v) the terms and provisions of the Incremental Term Loans shall be, except as otherwise set forth herein or in the applicable Joinder Agreement, identical to the existing Term B Loans, (vi) if such Incremental Term Loans are incurred in connection with a Permitted Acquisition, the Borrower’s First Lien Secured Leverage Ratio as of the most recent Measurement Period, after giving effect to such Permitted Acquisition on a Pro Forma Basis would be less than 5.00:1.00 and (vii) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Incremental Term Loan Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Incremental Term Loan Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.07 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default or Event of Default exists. The Borrowers Incremental Term Loans shall prepay any Committed Loans outstanding on be made by the Increase Effective Date (and pay any additional amounts required Lenders participating therein pursuant to the procedures set forth for the Borrowing of Term B Loans in Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)2.02.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered an updated Borrowing Base Certificate and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseCommitment Increase, (i) the Lead Borrower shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in subsections (a), (b) and (bf) of Section 5.05 5.01 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bc), respectively, of Section 6.01, 0 (if applicable); (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the applicable Borrowers shall have paid such fees and other compensation to the Additional Commitment Existing Increasing Lenders and the Increased Additional Commitment Lenders as the Administrative Agent, the Lead Borrower, the Administrative Agent and such Additional Commitment Existing Increasing Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower BAS and the Administrative Agent or such Affiliate as the Lead Borrower, the Administrative Agent and BAS may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebyIncrease Effective Date; (vi) the Borrowers Borrowers, the Existing Increasing Lenders and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Domestic Loans or Committed Canadian Loans, as applicable, outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 0) to the extent necessary to keep the outstanding Committed Domestic Loans or Committed Canadian Loans, as applicable, ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.152.13. Upon each increase in the Commitments pursuant to this Section, (a) each applicable Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Commitment Lender in respect of such increase, and each such Additional Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such applicable Lender’s participations hereunder in outstanding Domestic Letters of Credit or Canadian Letters of Credit, as applicable, and Swing Line Loans made to the applicable Borrowers such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in the applicable Letters of Credit and (ii) participations hereunder in Swing Line Loans made to the applicable Borrowers held by each applicable Lender (including each such Additional Commitment Lender) will equal the percentage of the aggregate applicable Commitments of all applicable Lenders represented by the applicable Commitment of such applicable Lender and (b) if, on the date of such increase, there are any Committed Domestic Loans or Committed Canadian Loans, as applicable, outstanding, such Committed Domestic Loans or Committed Canadian Loans, as applicable, shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Committed Domestic Loans or Committed Canadian Loans, as applicable, made hereunder (reflecting such increase in applicable Commitments), which prepayment shall be accompanied by accrued interest on the Committed Domestic Loans or Committed Canadian Loans, as applicable, being prepaid and any costs incurred by any applicable Lender in accordance with Section 0. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, : (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (athe representations and warranties contained in Sections 5.05(a) and (b5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) the Borrowers, the Administrative Agent and the Lenders shall have executed and delivered an amendment to this Agreement increasing the minimum Availability thresholds set forth in the definitions of Accelerated Borrowing Base Delivery Event, Covenant Compliance Event and Cash Dominion Event such that the Availability thresholds after the Increase Effective Date are equal to the same percentage of the Aggregate Commitments after the Increase Effective Date as the percentage of the Aggregate Commitments as of the Effective Date; (iii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iiiiv) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (ivv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (vvi) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vivii) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requestedrequested to effectuate the documentation of the foregoing; and (viiviii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseCommitment Increase, (i) the Lead Borrower shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (bf) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bc), respectively, of Section 6.01, 6.01 (if applicable); (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the applicable Borrowers shall have paid such fees and other compensation to the Additional Commitment Existing Increasing Lenders and the Increased Additional Commitment Lenders as the Administrative Agent, the Lead Borrower, the Administrative Agent and such Additional Commitment Existing Increasing Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower BAS and the Administrative Agent or such Affiliate as the Lead Borrower, the Administrative Agent and BAS may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebyIncrease Effective Date; (vi) the Borrowers Borrowers, the Existing Increasing Lenders and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Domestic Loans or Committed Canadian Loans, as applicable, outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Domestic Loans or Committed Canadian Loans, as applicable, ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15. Upon each increase in the Commitments pursuant to this Section, (a) each applicable Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional Commitment Lender in respect of such increase, and each such Additional Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such applicable Lender’s participations hereunder in outstanding Domestic Letters of Credit or Canadian Letters of Credit, as applicable, and Swing Line Loans made to the applicable Borrowers such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in the applicable Letters of Credit and (ii) participations hereunder in Swing Line Loans made to the applicable Borrowers held by each applicable Lender (including each such Additional Commitment Lender) will equal the percentage of the aggregate applicable Commitments of all applicable Lenders represented by the applicable Commitment of such applicable Lender and (b) if, on the date of such increase, there are any Committed Domestic Loans or Committed Canadian Loans, as applicable, outstanding, such Committed Domestic Loans or Committed Canadian Loans, as applicable, shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional Committed Domestic Loans or Committed Canadian Loans, as applicable, made hereunder (reflecting such increase in applicable Commitments), which prepayment shall be accompanied by accrued interest on the Committed Domestic Loans or Committed Canadian Loans, as applicable, being prepaid and any costs incurred by any applicable Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Funds Administrator shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that (x) such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (y) such representations and warranties are already qualified by “Material Adverse Effect” or materiality, in which case they are true and correct in all respects, and except that for purposes of this Section 2.152.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.9 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aa)(i) and (b), respectively, a)(ii) of Section 6.01Exhibit C-1, (ii) the Borrowers, the Administrative Agent, Documentation Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably requirerequire and as Documentation Agent may reasonably approve (such approval not to be unreasonably withheld or delayed); (iii) notwithstanding anything in Sections 10.4 or 11.3 to the contrary, the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders as Borrower Funds Administrator and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Funds Administrator and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Notwithstanding anything in Sections 10.4 or 11.3 to the contrary, the Borrowers shall prepay any Committed Loans Advances outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 2.7) to the extent necessary to keep the outstanding Committed Loans Advances ratable with any revised Applicable Percentages Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder Joinder Agreement to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent (i) a favorable opinion of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with such increase and (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the BorrowersBorrower, certifying, as of such date, giving effect to amounts drawn or to be drawn under the Facility (as increased pursuant to this Section 2.13) as of such date, compliance with the financial covenants contained in Section 7.11 on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 6.1(a) or (b); provided that to the extent the increase is to finance a Limited Condition Acquisition, the determination of whether the relevant conditions in this sub-clause (B) are satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Measurement Period at the time of), and on a Pro Forma Basis, either (x) the execution of the definitive documentation with respect to such Limited Condition Acquisition, provided that until such time as the applicable Pending Transaction has been consummated or the definitive documentation with respect to such Pending Transaction has been terminated or abandoned or expires without consummation of such Pending Transaction, any such financial ratio or basket shall be calculated on Pro Forma Basis assuming such Pending Transaction (and other transactions in connection therewith including any incurrence of Indebtedness and the use of proceeds thereof) has been consummated or (y) the consummation of such Limited Condition Acquisition, and (C) in the case of the Borrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 5.5 shall be deemed to refer to the most recent statements of Borrower and its Subsidiaries furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.1 (except that, (ii) to the Borrowersextent the increase is to finance a Limited Condition Acquisition, the Administrative Agentaccuracy of the representations and warranties shall refer solely to the accuracy of the representations and warranties that would constitute Specified Representations (conformed as necessary to only apply to such Limited Condition Acquisition)), and any Additional Commitment Lender (2) no Event of Default exists (except that, to the extent the increase is to finance a Limited Condition Acquisition, no Event of Default under Section 8.1(a) or (f) shall have executed occurred and delivered a joinder to the Loan Documents in such form as the Administrative Agent be continuing). The Borrower shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and borrow additional Loans from the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall whose Commitments have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall been increased and/or prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseincrease in the amount of the Tranche A Revolving Loan Commitment of Xxxxx Fargo or new or additional Tranche A Revolving Loan Commitments of any Additional Commitment Lender, as the case may be (and a concurrent increase in the Tranche A Revolving Loan Limit), (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects on and as of the Increase Effective Date, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct as of such earlier date, (ii) in the case of any representation and except that warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects, and (iii) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Xxxxx Fargo or any Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and Xxxxx Fargo or such Additional Commitment Lenders and such Increased Commitment Lenders shall agree, as the case may be; provided, that, in no event shall the fees (including any initial commitment fee), interest rate and other compensation offered or paid in respect of additional Tranche A Revolving Loan Commitments or increase in Tranche A Revolving Loan Commitments have higher fees or rates than the amounts paid and payable to the then existing Lenders in respect of their Tranche A Revolving Loan Commitments, unless the fees, interest rate and other compensation payable to the then existing Lenders are increased to the same as those paid in connection with the additional Tranche A Revolving Loan Commitments or increase in Tranche A Revolving Loan Commitments; (iviii) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (iv) no Default or Event of Default exists; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents date; and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the any Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, both immediately before and immediately after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents III are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.22, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent5.01, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default existshas occurred and is continuing as of such Increase Effective Date. The Borrowers At the time any increase in Aggregate USD Commitments or Aggregate MC Commitments pursuant to Section 2.22(a) (a “Commitment Increase”) becomes effective, the Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (the “Initial Loans”) (and pay any additional amounts required pursuant to Section 3.05 2.17) to the extent necessary to keep the outstanding Committed Loans ratable with any Lender’s revised Applicable Percentages Percentage of the applicable Facility arising from any nonratable increase in the Aggregate USD Commitments or Aggregate MC Commitments under this Section, provided that (i) nothing in this Section 2.15)2.22 shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Loans hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party Borrower approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1I) the representations and warranties of the Loan Parties contained in Article V and this Agreement or in the other Loan Documents are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, Closing Date (except to the extent that such representations and warranties specifically refer relate solely to an earlier date, in which case they are true and correct as of such earlier date), and except that for purposes (II) no Default or Event of this Section 2.15Default shall have occurred and be continuing on the Increase Closing Date, nor shall either result from the representations making thereof and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the BorrowersGuarantors shall deliver to Agent a reaffirmation of their obligations under the Guaranty in form and substance satisfactory to Agent. The outstanding Revolver Loans and other Advances and Pro Rata Shares of Swing Loans and Letters of Credit will be reallocated by Agent on the applicable Increase Closing Date among Lenders (including the new Lenders providing a portion of such increase) in accordance with their revised Pro Rata Shares and Lenders (including such new Lenders) agree (1) to make all payments and adjustments necessary to effect such reallocation and Borrower shall pay any and all costs required pursuant to Section 2.12 in connection with such reallocation as if such reallocation were a repayment and (2) without any further action or consent on the part of any Lender, the Administrative Agent, Agent and Borrower may amend this Agreement and any Additional Commitment Lender shall have executed and delivered a joinder other Loan Documents to effect any changes to the Loan Documents in as may be necessary to reflect such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders increase and the Increased Commitment Lenders as reallocation of the Administrative AgentPro Rata Shares of the Lenders, that do not otherwise adversely affect the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more rights of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Lenders.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Increase, (i) the Lead Borrower Agent shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower Agent (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such the Loan Party Parties approving or consenting to such Commitment Increase, and (B) certifying that, no Event of Default exists or would immediately exist after giving effect to the Increase; provided, that solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance a substantially contemporaneous consummation of a Limited Condition Acquisition (such Increase or incremental term facility, as applicable, a “Limited Condition Incremental Facility”), the Persons providing such Limited Condition Incremental Facility may agree to a “Funds Certain Provision” that does not condition the funding of such Limited Condition Incremental Facility on the absence of any Default or Event of Default, in which case the conditions shall be that (x) no Event of Default shall exist on the execution date of the applicable acquisition agreement for such Limited Condition Acquisition, and (y) no Event of Default under Section 8.01(a) or 8.01(f) shall exist on the date the related Limited Condition Incremental Facility is funded, (ii) Borrowers, Administrative Agent, and any Additional Lender shall have executed and delivered a joinder to the Loan Documents in such form as Administrative Agent shall reasonably require; (iii) Borrowers shall have paid such fees and other compensation to the Lenders increasing their Revolving Credit Commitments, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as Borrowers, such Lenders and such Additional Lenders shall agree; (iv) Borrower Agent shall have delivered to Administrative Agent a certificate dated as of the Increase Effective Date evidencing that on a Pro Forma Basis after giving effect to the applicable Increase (but without “netting” the Cash proceeds of such Increase), and, in the case of an Increase of the Aggregate Revolving Credit Commitments, assuming such incremental Revolving Loans are fully drawn on the Increase Effective Date, any permitted acquisitions, dispositions or prepayments of indebtedness and other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, certifying that(A) the Consolidated Total Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as determined based on the financial statements for the most recently ended fiscal period that were required to be delivered pursuant to this Agreement was equal to or less than the covenant set forth in Section 7.12(a) required to be maintained at such time for the Fiscal Quarter most recently ended computed as of the last day of the most recently ended fiscal period for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b), before less 0.25x and after giving effect (B) Holdings and its Subsidiaries are in compliance on a Pro Forma Basis with the covenants set forth in Sections 7.12(a) and (b) for the Fiscal Quarter most recently ended computed as of the last day of the most recently ended fiscal period for which financial statements have been delivered or were required to be delivered pursuant to Section 6.01(a) or (b); provided, that in connection with a Limited Condition Acquisition, each of the requirements set forth in clauses (A) and (B) above may, at the election of the Borrower Agent, be tested (and assuming for purposes of such Commitment calculations that (x) in the case of any Limited Condition Incremental Facility being incurred in connection therewith, such Limited Condition Incremental Facility is fully drawn as of such date but without “netting” the Cash proceeds of such Limited Condition Incremental Facility and (y) the proposed Limited Condition Acquisition, and all transactions to occur in connection therewith, have been effected) on the execution date of the applicable acquisition agreement for such Limited Condition Acquisition; (v) Borrowers, the Lenders increasing their Commitments and each Additional Lender shall have delivered such other instruments, documents and agreements as Administrative Agent may reasonably have requested to effectuate such Increase, ; (1vi) the representations and warranties of the Loan Parties contained in Article V and the or any other Loan Documents are Document, shall be true and correct on in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as of the Increase Effective Dateto materiality), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or in all respects for such representations and warranties that are by their terms already qualified as to materiality) as of such earlier date; provided, and except that for purposes of this Section 2.15with respect to a Limited Condition Incremental Facility, the Persons providing such Limited Condition Incremental Facility may agree to a “Funds Certain provision” that does not impose as a condition to funding thereof that such representations and warranties contained in subsections (a) are true and (b) of Section 5.05 shall be deemed to refer to correct at the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) time the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requestedLimited Condition Incremental Facility is funded; and (vii) no Default existssolely to the extent all or any portion of an Increase to the Term Loan or an incremental term loan is provided by any Affiliated Lender (other than Holdings and its Subsidiaries), after giving effect to such Increase or incremental term loan, as applicable, (x) the aggregate principal amount of the Term Loans and incremental term loans held by the Affiliated Lenders (other than Holdings and its Subsidiaries) shall not at any time, in the aggregate for all such Persons, exceed 25% of the aggregate principal amount of the Term Loans and incremental term loans then outstanding, and (y) the Affiliated Lenders (other than Holdings and its Subsidiaries) holding the Term Loans and incremental term loans shall not constitute 50% or more of the aggregate number of Lenders holding a portion of the Term Loans and incremental term loans (in the aggregate) at the time of such Increase or incremental term loan, as applicable. The Borrowers shall prepay any Committed In the case of an Increase in respect of the Revolving Credit Facility, the Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. (i) As a condition precedent to such increaseeach Incremental Increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of the Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Laws with respect to the Guarantee and Collateral Agreement of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party the Borrower or Guarantor and (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower or Guarantor approving or consenting to such Commitment IncreaseIncremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof, but disregarding any cash constituting proceeds of such Incremental Increase solely for purposes of determining the Consolidated Net Leverage Ratio in connection with clause (a)(vii) above (assuming, in the case of a Revolving Credit Increase, that such new Revolving Credit Commitments are fully drawn)) with (x) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment a Revolving Credit Increase, the financial covenant contained in Section 7.14 (1regardless of whether or not compliance with such ratio was in fact required as of the end of such fiscal quarter pursuant to Section 7.14) and (y) in the case of any Incremental Term Loan, the Consolidated Net Leverage Ratio shall not exceed the Closing Date Consolidated Net Leverage Ratio and (3) the representations and warranties of the Borrower and each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.15clause (i)(B)(3), the representations and warranties contained in subsections (aSections 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSections 6.01(a) and (b), respectively. In addition, of Section 6.01, (ii) the Borrowersas a condition precedent to each Incremental Increase, the Administrative AgentBorrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to to, the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) no Default or Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents (the “Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists; and (viii) such increase shall comply with the terms and limitations of documentation governing Indebtedness of the Borrowers and their respective Restricted Subsidiaries at such time. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) no Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents (the “Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid (or will pay substantially concurrently with the effectiveness thereof) such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid (or will pay substantially concurrently with the effectiveness thereof) such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists; and (viii) such increase shall comply with the terms and limitations of documentation governing Indebtedness of the Borrowers and their respective Restricted Subsidiaries at such time. The Other than in connection with a FILO Tranche, the Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe effectiveness of any Additional FILO Loans, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the FILO Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) subject to the Certain Funds Provision, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the FILO Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) subject to the Certain Funds Provision, no Default or Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment FILO Lender shall have executed and delivered a joinder to the Loan Documents (the “FILO Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment FILO Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment FILO Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender FILO Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 a pro forma basis, immediately after giving effect to the extent necessary to keep funding of such Additional FILO Loans and the outstanding Committed Loans ratable substantially concurrent application of the proceeds therefrom, Excess Availability would not be less than $0; and (viii) such increase shall comply with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)terms and limitations of documentation governing Indebtedness of the Borrowers and their respective Restricted Subsidiaries at such time.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe effectiveness of any Additional Revolving Commitments, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolving Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.152.15(I), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) no Default or Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Revolving Lender shall have executed and delivered a joinder to the Loan Documents (the “Revolving Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Revolving Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Revolving Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender Revolving Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists; and (viii) such increase shall comply with the terms and limitations of documentation governing Indebtedness of the Borrowers and their respective Restricted Subsidiaries at such time. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists; and (viii) (x) upon the reasonable request of any Additional Commitment Lender made at least five (5) days prior to the Increase Effective Date, the Lead Borrower shall have provided to such Additional Commitment Lender, and such Additional Commitment Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Additional Commitment Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrowers shall prepay any Committed Loans under the Revolving Credit Facility outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowerseach Borrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V §7 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15§2.11, the representations and warranties contained in subsections (a) and (b) of Section 5.05 §7.4.2 shall be deemed to refer to the most recent statements furnished pursuant to clauses the Lenders, (aB) no Default or Event of Default exists, (C) the sum of the outstanding amount of the Revolving Credit Loans (after giving effect to all amounts requested on the Increase Effective Date) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the outstanding amount of Swing Line Loans does not exceed the lesser of (b), respectively, of Section 6.01, i) the Total Commitment at such time and (ii) the Borrowers, the Administrative Agent, Borrowing Base at such time and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iiiD) the Borrowers shall have paid such fees sum of the outstanding amount of the CAI Revolving Credit Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and other compensation all Unpaid Reimbursement Obligations in respect of Letters of Credit issued for the account of CAI, plus the outstanding amount of Swing Line Loans made to CAI do not exceed the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; lesser of (ivA) the Borrowers shall have paid Total Commitment at such arrangement fees to the Administrative Agent time and (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (vB) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated Domestic Borrowing Base at such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existstime. The Borrowers applicable Borrower shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 §5.9) to the extent necessary to keep the outstanding Committed Revolving Credit Loans ratable with any revised Applicable Commitment Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and a)and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments; (vi) the Borrowers shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence reasonably satisfactory to the Loan Documents and the Administrative Agent, that such increase is permitted under any other documents, agreements and instruments then executed and the transactions contemplated therebymaterial Indebtedness; (vivii) the Borrowers Borrowers, the Lenders increasing their Revolving Credit Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiviii) no Default existsor Event of Default exists or shall result therefrom. The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct), on and as of the Revolving Increase Effective Date, Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) after giving effect to the Borrowersincurrence of such Incremental Facility (assuming the full amount of the Incremental Facility has been funded) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 recomputed for the most recently completed Measurement Period and (iii) both before and after giving effect to the Incremental Facility, no Default shall have occurred and be continuing. The Administrative AgentAgent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility and the validity of such Incremental Facility, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agentmatters relevant thereto, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, all in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers Borrower shall prepay any Committed Revolving Loans outstanding on the Revolving Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)2.16.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, both immediately before and immediately after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents III are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.20, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent5.01, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default existshas occurred and is continuing as of such Increase Effective Date. The Borrowers At the time any increase in Aggregate USD Commitments or Aggregate MC Commitments pursuant to Section 2.20(a) (a “Commitment Increase”) becomes effective, the Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (the “Initial Loans”) (and pay any additional amounts required pursuant to Section 3.05 2.15) to the extent necessary to keep the outstanding Committed Loans ratable with any Lender’s revised Applicable Percentages Percentage of the applicable Facility arising from any nonratable increase in the Aggregate USD Commitments or Aggregate MC Commitments under this Section, provided that (i) nothing in this Section 2.15)2.20 shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Loans hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Domestic Loan Party dated as of the Increase Effective Date (in sufficient copies for each Domestic Revolving Lender) signed by a Responsible Officer of such Domestic Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Domestic Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Domestic Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (aSection 6.01(a) and (b), respectively, and (2) no Default or Event of Section 6.01Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Domestic Revolving Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Domestic Revolving Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Domestic Revolving Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) Arranger as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Domestic Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Domestic Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Domestic Borrowers and the Additional Domestic Revolving Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Domestic Borrowers shall prepay any Committed Domestic Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Domestic Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Domestic Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncremental Facility, (i) the Lead Borrower Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party (A) dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer the chief financial officer or an officer with similar responsibilities of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party Borrower Representative approving or consenting to such Commitment IncreaseIncremental Facility, (B) certifying that the resolutions authorizing such Incremental Facility are true, correct, and effective as of the Increase Effective Date, and (BC) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment IncreaseIncremental Facility, (1) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date in which case they are such representations and warranties shall have been true and correct in all material respects on and as of such earlier date, (2) no Default or Event of Default exists and except that for purposes is continuing, (3) all of this the other conditions precedent set forth in Section 2.153.2 have been satisfied, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii4) the Borrowers shall have paid such fees are in compliance with the covenants set forth in Article VI hereof (and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers attaching evidence reasonably satisfactory to the Administrative Agent and dated demonstrating pro forma compliance therewith). The Borrowers shall, at the request of the Administrative Agent, deliver such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements opinions of counsel as the Administrative Agent may reasonably have requested; and (vii) no Default existsrequest in its reasonable discretion in connection with such Incremental Facility. The In the event of an increase in the Aggregate Revolving Commitment Amount in accordance with this Section 2.1(g), the Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages Pro Rata Shares of the Aggregate Revolving Commitment arising from any nonratable increase in the Commitments Aggregate Revolving Commitment Amount under this Section 2.15(and the Borrowers shall be liable for any costs arising therefrom under Section 2.9).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsshall then exist. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the BorrowersBorrower, certifying that, before and immediately after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom on the Increase Effective Date, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall may agree; (iv) the Borrowers Borrower shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Borrowers Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent Borrower and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsor Event of Default shall exist on the Increase Effective Date. The Borrowers shall prepay any Committed Any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 shall be automatically adjusted to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Revolving Credit Facility Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increasethe occurrence of each Incremental Commitment Increase Effective Date, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the applicable Incremental Commitment Increase Effective Date (in sufficient copies for each Lender) and signed by a Responsible Financial Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increase, the applicable Incremental Commitment; and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increasethe applicable Incremental Commitment, (1A) the representations and warranties of the Loan Parties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the such Incremental Commitment Increase Effective Date; provided, except to the extent that such representations and warranties specifically refer (x) that relate solely to an earlier date, in which case they are date shall be true and correct in all material respects as of such earlier date, date and except that (y) shall be true and correct in all respects if they are qualified by a materiality standard; (B) no Default or Event of Default shall have occurred and be continuing; (C) for purposes of this Section 2.15the most recently completed Rolling Period prior to the applicable Incremental Commitment Increase Effective Date, the representations and warranties contained Borrower is in subsections compliance with the covenants set forth in clauses (a) and (b) of Section 5.05 7.2.4 before and after giving pro forma effect to the Credit Extensions to be made on the Incremental Commitment Increase Effective Date (to the extent the Borrower is requesting a Credit Extension on the Incremental Commitment Increase Effective Date), which compliance shall be deemed evidenced by the due completion, execution and delivery of a Compliance Certificate; provided that, in the event the initial Credit Extension hereunder is requested after the Incremental Commitment Increase Effective Date, the Borrower shall be required to refer fulfill all conditions precedent set forth in Section 5.2 with respect to such Credit Extension, and to provide a certificate for the most recently completed Rolling Period prior to the most recent statements furnished pursuant date of such Credit Extension with respect to an Incremental Commitment that the Borrower is in pro forma compliance with the covenants set forth in clauses (a) and (b), respectively, ) of Section 6.01, 7.2.4 (ii) the Borrowers, the Administrative Agent, before and any Additional Commitment Lender shall have executed and delivered a joinder after giving pro forma effect to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requestedCredit Extension); and (viiD) no Default exists. The Borrowers shall prepay all reasonable fees and out-of-pocket expenses (including any Committed Loans outstanding on the Increase Effective Date (accrued fees and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase out-of-pocket expenses) of each Lender providing such Incremental Commitment and Citibank in the Commitments under this Section 2.15)its capacity as Administrative Agent have been paid in full.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall pay any fees agreed to in connection therewith and deliver to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent: (i) the Lead Borrower shall deliver a customary opinion of counsel to the Loan Parties, addressed to Administrative Agent and each Lender which will have a certificate Commitment with respect to the increase (the “Increase Lenders”), as to matters concerning the Loan Parties and the Loan Documents under applicable laws as Administrative Agent or the Increase Lenders may reasonably request (and consistent with the opinion delivered on the Closing Date); (ii) if not previously delivered to Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party dated (A) all corporate, partnership, member or other necessary action taken by Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by Guarantor authorizing the guaranty of such increase; (iii) if requested at least three (3) Business Days before the increase, new Notes executed by Borrower, payable to any new Lenders and replacement Notes executed by Borrower, payable to any Increase Lenders, in the amount of such Lender’s Commitment as of the Increase Effective Date Date; (iv) such duly executed modifications of the Security Instruments as are necessary to reflect that the Facility Amount has increased; (v) such endorsements from the Title Company as Administrative Agent may deem appropriate in sufficient copies its reasonable discretion in connection with the modified Security Instruments; (vi) evidence indicating whether any improvements or any part thereof located on any Borrowing Base Property are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by the applicable Borrower and evidence that the flood insurance required under Section 6.16 below is in place for each Lendersuch improvements and contents, if applicable, all in form, substance and amount reasonably satisfactory to Administrative Agent and the Lenders; and (vii) a certificate of Borrower signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).increase,

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as ​ ​ of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered an updated Borrowing Base Certificate and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Loan Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As (i)As a condition precedent to such increaseeach Incremental Increase, (i) the Lead each Borrower shall deliver to the Administrative Agent a certificate of such Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower or Guarantor and (Ai) certifying and attaching the resolutionsresolutions or the designation of authority, if necessaryas applicable, adopted by such Loan Party Borrower or Guarantor approving or consenting to such Commitment Incremental Increase (which, with respect to any such Loan Party, may, if applicable and certified to still be in force, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date or delivered to the Administrative Agent and the Lender in connection with any transaction prior to the date of such Incremental Increase, ) and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, that (1A) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date (or instead, in the case of an LCT Election, as of the LCT Test Date, subject to any additional representations and warranties, if any, required by the lenders providing the Incremental Increase as of the Increase Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default exists. The Borrowers or Event of Default shall prepay any Committed Loans outstanding on exist and be continuing immediately before or after the Increase Effective Date (or instead, in the case of an LCT Election, as of the LCT Test Date, and pay any additional amounts required in which case no Specified Default shall exist and be continuing immediately before or after the Increase Effective Date); and (C) the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter ended prior to the Increase Effective Date (or instead, in the case of an LCT Election, prior to the LCT Test Date) for which financial statements have been delivered pursuant to Section 3.05 6.01, after giving effect to such Incremental Increase and the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).use of proceeds thereof. ​ 100 ​ ​

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists; and (viii) (x) upon the reasonable request of any Additional Commitment Lender made at least five (5) days prior to the Increase Effective Date, the Lead Borrower shall have provided to such Additional Commitment Lender, and such Additional Commitment Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Additional Commitment Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Borrowers shall prepay any Committed Loans under the Revolving Credit Facility outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom on the Increase Effective Date, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall may agree; (iv) the Borrowers Borrower shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Borrowers Agent, the Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent Borrower and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsor Event of Default shall exist on the Increase Effective Date. The Borrowers shall prepay any Committed Any Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 shall be automatically adjusted to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Revolving Credit Facility Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bc), respectively, of Section 6.017.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require[reserved]; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders increasing their Commitments as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders Borrowers and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree[reserved]; (v) other than the fees and compensation referred to in clause (iii) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Commitments; (vi) the Borrowers shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative AgentRequired Lenders, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent Required Lenders and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence reasonably satisfactory to the Required Lenders, that such increase is permitted under the Loan Documents and the any other documents, agreements and instruments then executed and the transactions contemplated therebymaterial Indebtedness; (viviii) the Borrowers and the Additional Commitment Lender Lenders increasing their Commitments shall have delivered such other instruments, documents and agreements as the Administrative Agent or the Required Lenders may reasonably have requested; and (viiix) no Default existsor Event of Default exists or shall result therefrom. The Borrowers shall prepay any Committed Loans outstanding on On the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 Date, there shall be an automatic adjustment to the extent necessary Applicable Percentage of each Lender to keep reflect the outstanding Committed Loans ratable with any revised new Applicable Percentages arising from any nonratable increase of the Lenders and the Administrative Agent shall be authorized to update the Register in the Commitments under this Section 2.15).accordance therewith. 50

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Any Incremental Increase shall deliver to the Administrative Agent a certificate of each Loan Party dated become effective as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching shall be subject to the resolutionsfollowing conditions precedent, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) which in the case of an Incremental Term Loan incurred solely to finance a substantially concurrent Limited Condition Acquisition, shall be subject to Section 1.12: (i) no Default or Event of Default shall exist on such Increase Effective Date immediately prior to or after giving effect to (A) such Incremental Increase or (B) the Borrowers, certifying that, before and making of any Extensions of Credit pursuant thereto; (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 8.13 based on the financial statements most recently delivered pursuant to Section 7.1 after giving effect to such Commitment Increase, Incremental Increase (1assuming that the entire applicable Incremental Term Loan and/or Revolving Credit Facility Increase is fully funded on the effective date thereof); and (iii) the representations Administrative Agent shall have received from the Borrower any customary legal opinions or other documents (including a resolutions duly adopted by the board of directors (or equivalent governing body) of each Credit Party), in connection with such Incremental Term Loan or Revolving Credit Facility Increase. (e) Terms of Revolving Credit Facility Increases. (i) Revolving Credit Loans made with respect to the Revolving Credit Facility Increase shall mature on the Revolving Credit Maturity Date and warranties contained in Article V shall be subject to the same terms and conditions as the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, Revolving Credit Loans; (ii) the Borrowers, the Administrative Agent, outstanding Revolving Credit Loans and any Additional Revolving Credit Commitment Lender shall have executed Percentages of Swingline Loans and delivered a joinder to the Loan Documents in such form as L/C Obligations will be reallocated by the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the applicable Increase Effective Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Revolving Credit Facility Increase) in accordance with their revised Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Revolving Credit Facility Increase) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower shall pay any additional amounts and all costs required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable 4.9 in connection with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15such reallocation as if such reallocation were a repayment).;

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Commitment Increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party (or EnLink Manager on behalf of the Borrower) approving or consenting to such Commitment Increase, and (By) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increase, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the extent such representations and warranties are already qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists or would result from such Commitment Increase immediately after giving effect thereto and (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such any fees and other compensation agreed to between the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the applicable Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional such Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsIncrease. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 7.01; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as and substance satisfactory to the Administrative Agent shall reasonably requireAgent; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments, (vi) the Borrowers shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence reasonably satisfactory to the Loan Documents Administrative Agent, that such increase is permitted under the documents governing the Senior Notes and the any other documents, agreements and instruments then executed and the transactions contemplated therebymaterial Indebtedness; (vivii) the Borrowers Borrowers, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiviii) no Default existsor Event of Default exists or shall result therefrom; and (ix) the Borrowers shall be in Pro Forma Compliance with Section 8.12 after giving effect to such increase. The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true 102 [Matrix] Credit Agreement #85638137 and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and a)and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments; (vi) the Borrowers shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence reasonably satisfactory to the Loan Documents and the Administrative Agent, that such increase is permitted under any other documents, agreements and instruments then executed and the transactions contemplated therebymaterial Indebtedness; (vivii) the Borrowers Borrowers, the Lenders increasing their Revolving Credit Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiviii) no Default existsor Event of Default exists or shall result therefrom. The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.152.18. (f).

Conditions to Effectiveness of Increase. As a condition precedent to An Incremental Facility shall become effective as of such increase, Increase Effective Date; provided that (i) the Lead Borrower shall deliver to the Administrative Agent a certificate no Event of each Loan Party dated as of the Default exists on such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such Commitment Incremental Facility and the making of any Loans pursuant thereto and any transaction consummated in connection therewith (provided that, in the case of Incremental Term Loans incurred to finance a Limited Condition Transaction, if the Borrower has made an LCT Election, such condition shall be that no Event of Default shall have occurred and be continuing at the LCT Test Date); (ii) any Incremental Revolving Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof) (provided the applicable margin applicable thereto may be increased if necessary to be consistent with that for the Incremental Revolving Increase), and (iii) any Incremental Term Loans (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term B Loans, (B) shall not mature earlier than the applicable Maturity Date, (C) shall not have a shorter weighted average life to maturity than the weighted average life to maturity of the Term B Loans, (D) except as set forth above, shall be treated substantially the same as the Term B Loans (in each case, including with respect to mandatory and voluntary prepayments unless otherwise agreed by the Lenders providing the applicable Incremental Term Loans), (E) the Applicable Rate for the Incremental Term Loans shall be determined by the Borrower and the applicable new Lenders and (F) the Parent shall be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of the respective Calculation Period (but otherwise subject to Section 1.07 in the case Incremental Term Loans incurred to finance a Limited Condition Transaction); provided, however, in the event that the Yield for such Incremental Term Loans are greater than the Yield for the Term B Loans by more than 0.50%, the Applicable Rate for the Term B Loans shall be increased to the extent necessary so that the Yield for such Incremental Term Loans (and any other term loan tranche) are not more than 0.50% higher than the Yield for the Term B Loans, provided that (1) the representations Incremental Term Loans shall be on terms and warranties contained in Article V pursuant to documentation to be determined by the Borrower, provided that, to the extent such terms and documentation are not consistent with the other Loan Documents are true and correct on and as of the Increase Effective Date, Term B Facility (except to the extent that such representations and warranties specifically refer to an earlier datepermitted by clauses (i), in which case they are true and correct as of such earlier date(iii)(B), and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (aiii)(C) and (biii)(E) of Section 5.05 above), they shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect (it being understood to the Loan Documents and extent that any financial maintenance covenant is added for the other documentsbenefit of any Incremental Term Loans, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender no consent shall have delivered such other instruments, documents and agreements as be required from the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay or any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 Lender to the extent necessary that such financial maintenance covenant is also added for the benefit of any corresponding existing Term B Loans) and (2) subject to keep clauses (B) and (C) above, the outstanding Committed amortization schedule applicable to the Incremental Term Loans ratable with any revised Applicable Percentages arising from any nonratable increase in shall be determined by the Commitments under this Section 2.15)Borrower and the Lenders thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseSuch New Commitments shall become effective, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date such Increased Amount Date; provided that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, both before and after giving effect to the making of any Series of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied and the Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Agent and consistent with those delivered on the Closing Date under Section 8.1 and such Commitment Increaseother conditions as the parties thereto shall agree and (2) if, on the Increased Amount Date with respect to any New Revolving Commitments, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitments be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (1i) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective DateRevolving Lenders (including the New Revolving Loan Lenders, except to the extent that if any) shall make such representations and warranties specifically refer to an earlier date, in which case they are true and correct assignments of Revolving Loans outstanding on such date as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed necessary in order that, after giving effect to refer all such assignments, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01such New Revolving Commitments hereunder, (ii) the Borrowerseach New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each loan made thereunder shall be deemed, the Administrative Agentfor all purposes, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; “Revolving Loan”, (iii) the Borrowers each New Revolving Loan Lender shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date become a “Lender” with respect to the Loan Documents New Revolving Commitment and the other documents, agreements all matters relating thereto and instruments then executed (iv) and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Borrower shall compensate each existing Lender who shall have delivered assigned any portion of any Eurodollar Rate Loans previously held by such other instruments, documents and agreements as Lender compensation in the Administrative Agent may reasonably amount that would have requested; and (viibeen payable to such Lender under Section 3.6(e) no Default existshereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. The Borrowers shall prepay Upon any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under Revolving Commitment pursuant to this Section 2.152.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article Section V and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.152.13, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, and (iiB) no Default exists. To the Borrowersextent that the increase of the Aggregate Commitments shall take the form of a new term loan tranche, the Administrative Agent, and any Additional Commitment Lender 44 this Agreement shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinionsbe amended, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents Borrower and the other documents, agreements Lenders providing such term loan tranche to include such terms as are necessary and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered customary to implement such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsterm loan commitments. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent Such increase shall be subject to such increase, the satisfaction of each of the following conditions precedent: (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) upon the request of Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers or Event of Default shall prepay any Committed Loans outstanding on the Increase Effective Date (exist or have occurred and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)be continuing.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties of each other Loan Party contained in Article V and the or any other Loan Documents Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, that are qualified as to materiality or Material Adverse Effect are true and correct on and as of the Increase Effective Date and the representations and warranties that are not so qualified are true and correct in all material respects, in each case with the same effect as though such representations and warranties had been made on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they are such representations and warranties shall have been true and correct to the extent required hereunder or under the other Loan Documents on and as of such earlier date); provided, and except that that, for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) date and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default exists. The Borrowers At the Borrower’s election (i) the Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)or (ii) each of the Lenders shall assign Committed Loans to Lenders electing to increase their Commitments or become Lenders with respect to the increased Commitments, and each of the Lenders electing to increase their Commitments or become Lenders with respect to increased Commitments shall purchase from Lenders with Commitments, such interests in the Committed Loans outstanding on the Increase Effective Date as shall be necessary such that, after giving effect to all such assignments and purchases, the Committed Loans will be held by existing Lenders and Lenders that have elected to increase their Commitments or become Lenders with respect to increased Commitments, ratably in accordance with their Commitments after giving effect to such increase.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolver Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (By) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Revolver Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except correct in all respects as of such date after giving effect to such qualification and (3) that for purposes of this Section 2.152.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; have received (iiix) a New Revolving Lender Joinder Agreement duly executed by the Borrowers Borrower and each New Revolving Credit Lender in connection with such increase, which New Lender Joinder Agreement shall have paid such fees be acknowledged and other compensation consented to the Additional Commitment Lenders and the Increased Commitment Lenders as in writing by the Administrative Agent, the Lead BorrowerSwing Line Lender and the L/C Issuer and (y) written confirmation from each existing Revolving Credit Lender, if any, participating in such Additional increase of the amount by which its Revolving Credit Commitment Lenders will be increased, which confirmation shall be acknowledged and such Increased Commitment Lenders shall agree; consented to in writing by the Swing Line Lender and the L/C Issuer and (iviii) the Borrowers Borrower shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as Arrangers the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver fee required to be paid pursuant to the Administrative Agent and the Lenders an opinion or opinions, Fee Letter in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)connection therewith.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Parent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased to any existing Lender increasing its Commitment Lenders as the Administrative Agent, the Lead Borrower, Parent and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) if the Parent has requested the Administrative Agent or any of its Affiliates to seek additional Lenders pursuant to Section 2.15(c), the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) and such Affiliates as the Lead Borrower Parent and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) no Default or Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents (the “Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents date; and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Senior Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, both immediately before and immediately after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents III are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 3.04 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent5.01, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default existshas occurred and is continuing as of such Increase Effective Date. The Borrowers At the time any increase in Revolving Commitments pursuant to Section 2.19(a) (a “Commitment Increase”) becomes effective, the Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (the “Initial Loans”) (and pay any additional amounts required pursuant to Section 3.05 2.14) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any Lender’s revised Applicable Percentages Percentage of the Revolving Credit Facility arising from any nonratable increase in the Revolving Commitments under this Section, provided that (i) nothing in this Section 2.15)2.19 shall prevent the Borrower from funding the prepayment of Initial Loans with concurrent Revolving Loans hereunder in accordance with the provisions of this Agreement, giving effect to the Commitment Increase, and (ii) no such prepayment shall be required if, after giving effect to the Commitment Increase, each Lender has the same Applicable Percentage as immediately prior to such Commitment Increase.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Increase, (i) the Lead Borrower shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such the Loan Party Parties approving or consenting to such Commitment Increase, Increase and (B) in the case of the Borrowerscertifying both immediately before, certifying that, before and after giving pro forma effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations no Default or Event of Default shall have occurred and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, continuing; (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as Borrower, Administrative Agent, such Additional Commitment Lenders and such Increased Commitment Additional Lenders shall agree; (iv) the Borrowers Borrower shall have paid such arrangement fees delivered to Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of Borrower, certifying that after giving pro forma effect to the Administrative Agent (or one or more full funding of its Affiliatessuch Increase and the application of the proceeds thereof and other transactions in connection therewith have been consummated, as applicable) as the Lead Consolidated Total Net Leverage Ratio of the Borrower and its Subsidiaries as of the Administrative Agent end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than the lesser of (1) the maximum Consolidated Total Net Leverage Ratio permitted pursuant to Section 7.11(b) of the First Lien Credit Agreement for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement and (2) 4.00 to 1.00; provided that to the extent the proceeds of any Increase are intended to be applied to finance a Permitted Acquisition which is a Limited Condition Acquisition for which an LCA Election has been made, the ratios set forth in the clause above shall be tested on a pro forma basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to be delivered pursuant to Section 6.01(b) prior to the date on which the definitive documentation for such Affiliate may agreeAcquisition is executed (such definitive documentation date, the “Acquisition Agreement Signing Date”); (v) the Borrowers shall deliver to the extent reasonably requested, Borrower shall have delivered to Administrative Agent and the Lenders an opinion or opinionsincreasing their Commitments and each Additional Lender a customary legal opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date Loan Parties with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebysuch Increase; (vi) each of the Borrowers conditions precedent set forth in Section 4.02 shall have been satisfied; provided that if the proceeds of any Increase are being used in whole or in part to fund a Limited Condition Acquisition and the Borrower has made an LCA Election, the foregoing conditions set forth in clauses (i)(B) and (iv) above may be waived (or not required) by the Additional Commitment Lender Lenders or the increasing Lenders, as applicable, subject to the requirements that (1) there shall be a condition that no Default or Event of Default exists on the Acquisition Agreement Signing Date, (2) there shall be a condition that the tests set forth in clause (iv) above are satisfied on the Acquisition Agreement Signing Date, (3) there shall be a condition that no Event of Default under Sections 8.01(a), (f) or (g) shall have delivered such other instruments, documents occurred and agreements as be continuing at the Administrative Agent may reasonably have requested; time of the consummation of the Limited Condition Acquisition and (vii4) no Default exists. The Borrowers unless otherwise agreed to by the Additional Lenders and increased Lenders, as applicable, and the Borrower, the only representations and warranties in any Loan Document the making of which shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 be a condition to the extent necessary to keep availability of such Increase in connection with the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in consummation of a Limited Condition Acquisition shall be the Commitments under this Section 2.15)Specified Representations.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i1) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, Parent certifying that, before and immediately after giving effect to such Commitment Increaseincrease in Term Loans or Incremental Term Facility, (1A) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.11, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01, and (iiB) the Borrowers, the Administrative Agent, and any Additional Commitment Lender no Default or Event of Default shall have executed occurred and delivered a joinder to be continuing at such time or would result from the Loan Documents increase in Term Loans or Incremental Term Facility on such form as the Administrative Agent shall reasonably require; Increase Effective Date, (iii2) the Borrowers shall have paid such all fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more expenses of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion in connection with such increase in Term Loans or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender Incremental Term Facility shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding been paid on or prior to the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary provided in the applicable Incremental Term Supplement, (3) with respect to keep each Incremental Term Facility, such Incremental Term Facility shall (i) not have a final maturity date earlier than the outstanding Committed Maturity Date applicable to the Term Facility or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Term Facility and (ii) be secured by either a pari passu or junior lien on the Collateral, (4) the Applicable Rate for the Incremental Term Loans ratable shall be determined by the Borrower and the lenders thereof; provided, that, in the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) in the event that the applicable margin for any revised Incremental Term Loans Incurred under such Incremental Term Facility exceeds the applicable margin for the Term Loans by more than 50 basis points, then the Applicable Percentages arising from any nonratable Rate for the Term Loans shall be adjusted so that the applicable margin for the Incremental Term Loans under such Incremental Term Facility does not exceed the applicable margin for the Term Loans by more than 50 basis points; provided, further, that the determination of the applicable margin for the Term Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins and (y) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans and (B) in the event that the Eurodollar Rate floor and/or Base Rate floor applicable to the Incremental Term Facility is greater than the Eurodollar Rate floor or Base Rate floor, respectively, applicable to the Term Loans, the Eurodollar Rate floor and/or Base Rate floor applicable to the Term Loans shall be adjusted to match such Eurodollar Rate floor or Base Rate floor applicable to the Incremental Term Loans but only to the extent an increase in the Commitments under this Section 2.15Eurodollar Rate floor or Base Rate floor applicable to the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurodollar Rate floor and Base Rate floor (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of such differential between interest rate floors, and (5) subject to clause (4)(i), the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 7.01; (ii) the BorrowersLoan Parties, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the 106 Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the Borrowers fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments; (vi) the Loan Parties shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence satisfactory to the Administrative Agent, that such increase is permitted under the documents governing the Term Loan Documents Debt, any Subordinated Debt and the any other documents, agreements and instruments then executed and the transactions contemplated therebyIndebtedness incurred pursuant to a Material Contract; (viviii) the Borrowers Loan Parties, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiix) the definition of Required Lenders shall have been revised in a manner acceptable to Administrative Agent in its discretion; (x) no Default existsor Event of Default exists or shall result therefrom and (xi) after giving effect to such increase, the Aggregate Revolving Credit Commitments does not exceed the Maximum ABL Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time) other than the component of the Maximum ABL Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time) in respect of the ABL DIP Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time). The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable non-ratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Increase, (i) the Lead Borrower shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such the Loan Party Parties approving or consenting to such Commitment Increase, Increase and (B) in the case of the Borrowerscertifying both immediately before, certifying that, before and after giving pro forma effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations no Default or Event of Default shall have occurred and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, continuing; (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Lenders increasing their Revolving Credit Commitments, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Additional Lenders, as Borrower, Administrative Agent, such Additional Commitment Lenders and such Increased Commitment Additional Lenders shall agree; (iv) the Borrowers Borrower shall have paid such arrangement fees delivered to Administrative Agent a certificate dated as of the Increase Effective Date signed by a Responsible Officer of Borrower, certifying that after giving pro forma effect to the Administrative Agent full funding of such Increase (or one or more assuming, in the case of its Affiliatesan Increase of the Aggregate Revolving Credit Commitments, as applicablethat such Revolving Loans are fully drawn on the Increase Effective Date but not giving any “cash netting” credit to the proceeds of the applicable Increase) as and the Lead application of the proceeds thereof and other transactions in connection therewith have been consummated, (1) the Consolidated Total Net Leverage Ratio of the Borrower and its Subsidiaries as of the Administrative Agent end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than the lesser of (A) the maximum Consolidated Total Net Leverage Ratio permitted pursuant to Section 7.11(b) for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement and (B) 4.00 to 1.00 and (2) the Consolidated First Lien Net Leverage Ratio of the Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than the lesser of (A) the maximum Consolidated First Lien Net Leverage Ratio permitted pursuant to Section 7.11(a) for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement and (B) 3.00 to 1.00; provided that to the extent the proceeds of any Increase are intended to be applied to finance a Permitted Acquisition which is a Limited Condition Acquisition for which an LCA Election has been made, the ratios set forth in each of clauses (iv)(1) and (2) above shall be tested on a pro forma basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to be delivered pursuant to Section 6.01(b) prior to the date on which the definitive documentation for such Affiliate may agreeAcquisition is executed (such definitive documentation date, the “Acquisition Agreement Signing Date”); (v) the Borrowers shall deliver to the extent reasonably requested, Borrower shall have delivered to Administrative Agent and the Lenders an opinion or opinionsincreasing their Commitments and each Additional Lender a customary legal opinion, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date Loan Parties with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebysuch Increase; (vi) each of the Borrowers conditions precedent set forth in Section 4.02 shall have been satisfied; provided that if the proceeds of any Increase are being used in whole or in part to fund a Limited Condition Acquisition and the Borrower has made an LCA Election, the foregoing conditions set forth in clauses (i)(B) and (iv) above may be waived (or not required) by the Additional Commitment Lender Lenders or the increasing Lenders, as applicable, subject to the requirements that (1) there shall be a condition that no Default or Event of Default exists on the Acquisition Agreement Signing Date, (2) there shall be a condition that the tests set forth in clause (iv) above are satisfied on the date the Acquisition Agreement Signing Date, (3) there shall be a condition that no Event of Default under Sections 8.01(a), (f) or (g) shall have delivered such other instruments, documents occurred and agreements as be continuing at the Administrative Agent may reasonably have requested; time of the consummation of the Limited Condition Acquisition and (vii4) no Default existsunless otherwise agreed to by the Additional Lenders and increased Lenders, as applicable, and the Borrower, the only representations and warranties in any Loan Document the making of which shall be a condition to the availability of such Increase in connection with the consummation of a Limited Condition Acquisition shall be the Specified Representations. The Borrowers shall prepay any Committed In the case of an Increase in respect of the Revolving Credit Facility, the Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and Borrower shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this Section 2.15)2.17.

Conditions to Effectiveness of Increase. As a condition conditions precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case each of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, (iiB) no Event of Default shall have occurred and be continuing or would result therefrom and (C) if applicable, the BorrowersBorrower shall have delivered to the Administrative Agent a Joinder Agreement executed by the Borrower, the applicable Increasing Lenders(s) and acknowledged by the Administrative Agent, and any Additional Commitment . On the Increase Effective Date (i) each relevant Increasing Lender shall have executed and delivered a joinder make available to the Loan Documents Administrative Agent such amounts in such form immediately available funds as the Administrative Agent shall reasonably require; determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans to equal its Applicable Percentage of the Loans outstanding after giving effect to the increase in the Aggregate Commitments, and (iiiii) the Borrowers Borrower shall be deemed to have paid such fees repaid and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders reborrowed all outstanding Loans as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Term SOFR Loan and shall be subject to indemnification by the Borrower pursuant to the provisions of Section 3.05 to if the extent necessary to keep deemed payment occurs other than on the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in last day of the Commitments under this Section 2.15)related Interest Periods.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, 7.01; (ii) the BorrowersLoan Parties, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the Borrowers fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments; (vi) the Loan Parties shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence satisfactory to the Administrative Agent, that such increase is permitted under the documents governing the Term Loan Documents Debt, any Subordinated Debt and the any other documents, agreements and instruments then executed and the transactions contemplated therebyIndebtedness incurred pursuant to a Material Contract; (viviii) the Borrowers Loan Parties, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiix) the definition of Required Lenders shall have been revised in a manner acceptable to Administrative Agent in its discretion; (x) no Default existsor Event of Default exists or shall result therefrom and (xi) after giving effect to such increase, the Aggregate Revolving Credit Commitments does not exceed the Maximum ABL Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time) other than the component of the Maximum ABL Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time) in respect of the ABL DIP Amount (as defined in the Term Loan Intercreditor Agreement as in effect at such time). The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable non-ratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.152.18. (f).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (Ax) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (By) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.14, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (iiB) no Default exists, (C) the Borrowers, the Administrative Agent, and any Additional Commitment Lender Borrower shall have executed and delivered a joinder supplement to the Loan Documents Indenture which includes the aggregate amount of such increase in such form the Aggregate Commitments as the Administrative Agent shall reasonably require; a Secured Obligation, (iiiD) the Borrowers Borrower shall have paid such fees executed and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinionsdelivered a secured promissory note, in form and substance reasonably satisfactory similar to the Administrative AgentSecured Note, from counsel providing for the repayment of an amount equal to the Borrowers reasonably satisfactory to aggregate amount of such increase in the Administrative Agent Aggregate Commitments, and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (viE) the Borrowers and the Additional Commitment Lender Borrower shall have delivered a copy of the resolution of its Board of Directors authorizing and approving the execution, delivery and performance of such other instruments, documents supplement and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existssecured promissory note. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section. The Borrower and the Lenders shall cooperate to enable simultaneous prepayment of Committed Loans pursuant to the preceding sentence and borrowing of new Committed Loans under the increase in the Aggregate Commitments.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V ARTICLE VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and a)and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such substantially the form as the Administrative Agent shall reasonably requireof Exhibit E hereto; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Lenders increasing their Revolving Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrowers, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (A) to the extent that such representations and warranties are qualified by materiality, in which case such representations and warranties shall be true and correct in all respects, (B) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (C) except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.016.01 and (2) no Event of Default then exists or would result therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents (the “Increase Joinder”) in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid (or will pay substantially concurrently with the effectiveness thereof) such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid (or will pay substantially concurrently with the effectiveness thereof) such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender Lenders shall have - 84 - delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists; and (viii) such increase shall comply with the terms and limitations of documentation governing Indebtedness of the Borrowers and their respective Restricted Subsidiaries at such time. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered an updated Borrowing Base Certificate and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Loan Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i1) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease in Term Loans or Incremental Term Facility, (1A) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01, and (iiB) the Borrowers, the Administrative Agent, and any Additional Commitment Lender no Default or Event of Default shall have executed occurred and delivered a joinder to be continuing at such time or would result from the Loan Documents increase in Term Loans or Incremental Term Facility on such form as the Administrative Agent shall reasonably require; Increase Effective Date, (iii2) the Borrowers shall have paid such all fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more expenses of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion in connection with such increase in Term Loans or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender Incremental Term Facility shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding been paid on or prior to the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary provided in the applicable Incremental Term Supplement, (3) with respect to keep each Incremental Term Facility, such Incremental Term Facility shall (i) not have a final maturity date earlier than the outstanding Committed Maturity Date applicable to the Term Facility or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Term Facility and (ii) be secured by either a pari passu or junior lien on the Collateral, (4) the Applicable Rate for the Incremental Term Loans ratable shall be determined by the Borrower and the lenders thereof; provided, that, in the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) in the event that the applicable margin for any revised Incremental Term Loans Incurred under such Incremental Term Facility on or prior to the date that is 18 months after the Closing Date exceeds the applicable margin for the Term Loans by more than 50 basis points, then the Applicable Percentages arising from any nonratable Rate for the Term Loans shall be adjusted so that the applicable margin for the Incremental Term Loans under such Incremental Term Facility does not exceed the applicable margin for the Term Loans by more than 50 basis points; provided, further, that the determination of the applicable margin for the Term Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins and (y) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans and (B) in the event that the Eurodollar Rate floor and/or Base Rate floor applicable to the Incremental Term Facility is greater than the Eurodollar Rate floor or Base Rate floor, respectively, applicable to the Term Loans, the Eurodollar Rate floor and/or Base Rate floor applicable to the Term Loans shall be adjusted to match such Eurodollar Rate floor or Base Rate floor applicable to the Incremental Term Loans but only to the extent an increase in the Commitments under this Section 2.15Eurodollar Rate floor or Base Rate floor applicable to the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurodollar Rate floor and Base Rate floor (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of such differential between interest rate floors, and (5) subject to clause (4)(i), the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent and the Collateral Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V Section 501 and the other Loan Transaction Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes (B) no Early Amortization Event, Event of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 Default or Asset Base Deficiency exists or would exist after giving effect to such increase. The Borrower shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender prepay or shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and cause the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay allocate any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 under the Transaction Documents) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Share arising from any nonratable non-ratable increase in the Commitments Aggregate Commitment under this Section 2.15301(l). (7) The Borrower may, within 60 days, but no later than 45 days (or such shorter period as may be approved by the parties hereto), prior to the then current Scheduled Commitment Expiration Date, by written notice to each Lender, with a copy to the Collateral Agent and the Administrative Agent, request that the Lenders extend the Scheduled Commitment Expiration Date for a specified period of time. Each Lender shall make a determination, in its sole discretion, within 30 days of its receipt of the Borrower’s request, as to whether or not it will agree to extend the Scheduled Commitment Expiration Date; provided, however, that the failure of a Lender to make a timely response to the Borrower’s request for extension of the Scheduled Commitment Expiration Date shall be deemed to constitute a refusal by such Lender to extend the Scheduled Commitment Expiration Date. Any such extension of the Scheduled Commitment Expiration Date shall become effective only upon (i) written confirmation to the Borrower by a Lender of its agreement to so extend the Scheduled Commitment Expiration Date, and (ii) receipt by each Lender of any fees required to be paid in connection with such extension. If fewer than all of the Lenders have agreed to extend the then existing Scheduled Commitment Expiration Date, the Borrower may arrange for additional Eligible Assignees to replace the Lender or Lenders that have not consented to such extension.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower or the applicable Designated Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower or the applicable Designated Borrower approving or consenting to such Commitment Increase, increase and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents that are qualified by materiality shall be true and correct on and as of the Increase Effective Date, and such representations and warranties that are not qualified by materiality shall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in subsections (aSection 5.05(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished delivered pursuant to clauses (a) Section 6.01(a), and (b)B) no Event of Default exists; provided that, respectively, in the case of Section 6.01, (ii) the Borrowersany increased Term Commitments and/or Revolving Commitments incurred to finance an Acquisition permitted hereunder, the Administrative Agent, and any Additional Commitment Lender foregoing conditions shall have executed and delivered a joinder be subject only to customary “certain funds” requirements if agreed to by the Loan Documents in lenders providing such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliatesincreased Term Commitments and/or Revolving Commitments, as applicable; provided, further, that in no event shall an Event of Default under Section 8.01(a) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (vf) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion have occurred or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existscontinuing. The Borrowers shall prepay any Committed Loans outstanding on Upon the Increase Effective Date (Date, the existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders, and pay any additional amounts required pursuant to Section 3.05 such other Revolving Lenders shall purchase such Revolving Loans, in each case to the extent necessary to keep so that all of the Revolving Lenders participate in each outstanding Committed borrowing of Revolving Loans ratable with any revised pro rata on the basis of their respective Applicable Percentages arising from (after giving effect to any nonratable increase in the aggregate Revolving Commitments under pursuant to this Section 2.152.12).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate Agent: (i) certificates of each Loan Party Borrower and Guarantor dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ax) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increaseincrease (and attaching resolutions adopted by Borrower and Guarantor, as applicable, approving or consenting to such increase to the extent required under the respective organization documents), and (By) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (aB) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, no Unmatured Default or Default exists; (ii) an executed Compliance Certificate prepared using the Borrowers, financial statements of Borrower most recently provided or required to be provided and demonstrating pro-forma compliance with the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder financial covenants in Section 6.01 after giving to the Loan Documents in such form as the Administrative Agent shall reasonably requireincrease; (iii) any legal opinions, resolutions or other documents reasonably requested by Administrative Agent in connection with such increase, consistent with the Borrowers shall have paid such fees and other compensation documents delivered on the Effective Date pursuant to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agreeSection 2.02(b); (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (joinder or one or more of its Affiliatesamendment agreements in form and substance satisfactory to, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the executed by, Borrower, Guarantor, Administrative Agent and the Lenders an opinion or opinionsproviding such increase, in form which shall be binding on all Lenders; and substance reasonably satisfactory to the Administrative Agent, (v) ratification agreements from counsel to the Borrowers reasonably satisfactory to the Administrative Agent Borrower and dated such date Guarantor with respect to the Guaranty and the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the reasonably requested by Administrative Agent may reasonably have requested; and (vii) no Default existsAgent. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 2.16) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)and shall pay all agreed-upon fees to the Lenders and shall pay all fees and expenses of Administrative Agent for which Borrower is responsible pursuant to Section 11.03.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increaseSuch New Revolving Commitments or New Term Loan Commitments shall become effective, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date such Increased Amount Date; provided that (in sufficient copies for each Lender1) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, both before and after giving effect to the making of any Series (as defined below) of New Term Loans or Revolving Loans with respect to the New Revolving Commitments, each of the conditions set forth in Section 8.2 shall be satisfied and the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Closing Date under Section 8.1 and such other conditions as the parties thereto shall agree and (2) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on effectiveness of such New Revolving Commitment Increasebe prepaid from the proceeds of additional Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.6(e). On any date on which New Revolving Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (1i) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective Dateexisting Revolving Lenders shall assign to each of the New Revolving Loan Lenders, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier dateif any, and except that for purposes each of this Section 2.15the New Revolving Loan Lenders shall purchase from each of the existing Revolving Lenders, at the representations and warranties contained principal amount thereof (together with accrued interest), such interests in subsections (a) and (b) of Section 5.05 the Revolving Loans outstanding on such date as shall be deemed necessary in order that, after giving effect to refer all such assignments, purchases, increases and decreases, such Revolving Loans will be held by the Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01such New Revolving Commitments hereunder, (ii) the Borrowerseach New Revolving Commitment shall be deemed for all purposes a “Revolving Commitment” and each Revolving Loan made thereunder (a “New Revolving Loan”) shall be deemed, the Administrative Agentfor all purposes, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; “Revolving Loan”, (iii) the Borrowers each New Revolving Loan Lender shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date become a “Lender” with respect to the Loan Documents New Revolving Commitment and the other documents, agreements all matters relating thereto and instruments then executed (iv) and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Borrower shall compensate each existing Lender who shall have delivered assigned any portion of any Eurodollar Rate Loans previously held by such other instruments, documents and agreements as Lender compensation in the Administrative Agent may reasonably amount that would have requested; and (viibeen payable to such Lender under Section 3.6(e) no Default existshereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. The Borrowers shall prepay Upon any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under Revolving Commitment pursuant to this Section 2.152.8, Schedule 1.1 shall be deemed amended to reflect such new Revolving Commitment and Pro Rata Share of each Lender (including any New Revolving Loan Lender), as thereby increased or decreased, as appropriate.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Lenders increasing their Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers Borrower shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Borrower reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to any such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party a Duly Authorized Officer dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party Borrower approving or consenting to such Commitment Increaseincrease, and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1A) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, date (with such resolutions and except that for purposes of this Section 2.15, the representations certificate being in form and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed substance reasonable satisfactory to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent), and any Additional Commitment Lender (B) no Default or Event of Default exists or shall have executed and delivered a joinder otherwise result from such increase to the Loan Documents in Maximum Term Facility, and Borrower shall (and Borrower shall cause Ultimate Parent and each Subordinated Debt holder to) execute and deliver such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees additional instruments, amendments, modifications, agreements, certificates, and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinionsdocuments, in form and substance reasonably satisfactory to the Administrative Agent), from counsel to the Borrowers and satisfy any other condition precedent, as shall reasonably satisfactory to be requested by the Administrative Agent and dated or the Lenders in connection with such date with respect increase to the Loan Documents Maximum Term Facility. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the other documentsexisting Lenders shall make an assignment to the new or existing Lender accepting a new or increased Term Loan Commitment, agreements and instruments of a direct or participation interest in each then executed and outstanding Term Loan such that, after giving effect thereto, all Term Loan exposure hereunder is held ratably by the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default existsLenders in proportion to their respective Term Loan Commitments. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required Assignments pursuant to Section 3.05 to the extent necessary to keep preceding sentence shall be made in exchange for the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)principal amount assigned plus accrued and unpaid interest and commitment and letter of credit fees.

Conditions to Effectiveness of Increase. As a condition precedent Such increase shall be subject to such increase, the satisfaction of each of the following conditions precedent: (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) that, in the case of any representation and except warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (3) that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) upon the request of Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers or Event of Default shall prepay any Committed Loans outstanding on the Increase Effective Date (exist or have occurred and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)be continuing.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans under the Revolving Credit Facility outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Commitment Increase, (i) on the Lead Borrower applicable Increase Effective Date the Borrowers shall deliver to the Administrative Agent (x) a certificate of each Loan Party dated as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible an Authorized Officer of such Loan Party (Ai) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (Bii) in the case of the Borrowers’ Agent, certifying that, before and after giving effect to such Commitment Increase, (1A) the all representations and warranties contained made by any Borrower or the Pledgor in Article V this Agreement and each other Financing Document to which any Borrower or the other Loan Documents Pledgor is a party are true and correct in all material respects on and as of the applicable Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that (B) no Default or Event of Default exists, (y) such opinions of counsel, certificates, documents or other requirements as may be requested by any Lender participating in such Commitment Increase and (z) (1) the joinder agreement referenced in Section 3.14(c), duly executed by the Person becoming a Party hereto pursuant to the terms thereof (other than for purposes of any Lender already a party to this Section 2.15, the representations and warranties contained in subsections (aAgreement) and (b2) an amendment to Schedule 1.01(a) setting forth the Commitments of Section 5.05 each Lender after giving effect to the Commitment Increase. For the avoidance of doubt, after giving effect to any Commitment Increase, the pro rata allocations among the Lenders shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) adjusted and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iiiprovide each Lender with a copy of the amendment to Schedule 1.01(a) delivered by the Borrowers shall have paid such fees Borrowers. Other than the foregoing requirements to execute and other compensation deliver a joinder to this Agreement, if applicable, any conditions to the Additional Funding of Loans made available pursuant to a Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding Increase on the applicable Increase Effective Date (may, notwithstanding anything to the contrary contained in this Agreement, be waived, unless a Default or Event of Default has occurred and pay is continuing, solely by the Lenders providing such Commitment Increase if immediately prior to giving effect to any additional amounts required Commitment Increase, the Commitment Availability of all Lenders is zero. Except as set forth in this Section 3.14, each Funding of Loans made available pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)3.14 shall otherwise comply with the requirements for each Funding set forth in this Agreement and shall require the delivery of a Funding Notice.

Conditions to Effectiveness of Increase. As a condition precedent Such increase shall be subject to such increase, the satisfaction of each of the following conditions precedent: (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, (2) in the case of any representation and except warranty qualified by materiality or Material Adverse Effect (or words of similar import), they shall be true and correct in all respects in accordance with the terms thereof, and (3) that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) upon the request of Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers or Event of Default shall prepay any Committed Loans outstanding on the Increase Effective Date (exist or have occurred and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)be continuing.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and in the case of any representation and warranty qualified by materiality, they shall be true and correct in all respects, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered an updated Borrowing Base Certificate and such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any 77 DB1/ 133985272.1133985272.4 ​ revised Applicable Percentages arising from any nonratable increase in the Revolving Loan Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increaseeach Increase, (i) the Lead Borrower Agent shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower Agent (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such the Loan Party Parties approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before no Default or Event of Default would immediately exist after giving effect to the Increase, or, solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or other permitted Investment, (1) no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing or would result after giving effect to such Commitment Increase, Increase and (12) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and no Specified Event of Default exists as of the Increase Effective Date, except to date on which the extent that applicable acquisition agreement for such representations Permitted Acquisition or other permitted Investment is executed and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01becomes effective, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders increasing their Revolving Credit Commitments, the Lenders increasing their Term Loan Commitments or providing any incremental term loan and the Increased Commitment Lenders Additional Lenders, as the Administrative Agent, the Lead BorrowerBorrowers, such Additional Commitment Lenders and such Increased Commitment Additional Lenders shall agree; (iv) the Borrowers Borrower Agent shall have paid such arrangement fees delivered to Administrative Agent a certificate dated as of the Increase Effective Date evidencing that (A) on a Pro Forma Basis after giving effect to the applicable Increase, and, in the case of an Increase of the Aggregate Revolving Credit Commitments, assuming such incremental Revolving Loans are fully drawn on the Increase Effective Date, any permitted acquisitions, dispositions or prepayments of indebtedness and other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, the Consolidated Total Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than the lesser of (1) the maximum Consolidated Total Net Leverage Ratio permitted pursuant to Section 7.12(a) for the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement and (2) 5.05 to 1.00 and (B) on a Pro Forma Basis after giving effect to the applicable Increase and any permitted acquisitions, dispositions or one or more prepayments of its Affiliates, as applicable) as the Lead Borrower indebtedness and the other appropriate pro forma adjustments to be mutually agreed by Administrative Agent and Borrowers, the Consolidated Senior Net Leverage Ratio of Holdings and its Subsidiaries as of the end of the Fiscal Quarter most recently ended as to which financial statements were required to be delivered pursuant to this Agreement was equal to or such Affiliate may agreeless than 3.65 to 1.00; (v) the Borrowers shall deliver to the Administrative Agent and Borrowers, the Lenders an opinion or opinions, in form increasing their Commitments and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requestedrequested to effectuate such Increase; (vi) each of the conditions precedent set forth in Section 4.02 shall have been satisfied or, solely with respect to an Increase in the Term Loan Facility or an incremental term facility, as applicable, the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or other permitted Investment (A) (1) no Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing or would result after giving effect to such Increase and (2) no Specified Event of Default exists as of the date on which the applicable acquisition agreement for such Permitted Acquisition or other permitted Investment is executed and becomes effective and (B) the Specified Acquisition Agreement Representations and Specified Representations (in each case, conformed as applicable for such Permitted Acquisition or other permitted Investment) shall be true and correct in all material respects with respect to such Specified Representations (except that any such Specified Representations qualified by materiality or material adverse effect shall be true and correct in all respects) and true and correct in all respects with respect to such Specified Acquisition Agreement Representations; and (vii) no Default existssolely to the extent all or any portion of an Increase to the Term Loan or an incremental term loan is provided by Sponsor or any of its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates), after giving effect to such Increase or incremental term loan, as applicable, (x) the aggregate principal amount of the Term Loans and incremental term loans held by the Sponsor and its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates) shall not at any time, in the aggregate for all such Persons, exceed 25% of the aggregate principal amount of the Term Loans and incremental term loans then outstanding, and (y) the Sponsor and its Affiliates (other than Holdings and its Subsidiaries and any Debt Fund Affiliates) holding the Term Loans and incremental term loans shall not constitute 50% or more of the aggregate number of Lenders holding a portion of the Term Loans and incremental term loans at the time of such Increase or incremental term loan, as applicable. The Borrowers shall prepay any Committed In the case of an Increase in respect of the Revolving Credit Facility, the Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As a condition precedent to Any such increase, increase of the Revolving Credit Commitments shall be effective as of such Increased Amount Date; provided that: (i) no Default or Event of Default shall exist on such Increased Amount Date before and after giving effect to (A) any increase in the Lead Borrower Revolving Credit Commitments, and (B) the making of any Loans pursuant thereto; (ii) the Borrowers shall deliver to the Administrative Agent a certificate an Officer’s Compliance Certificate of each Loan Party the Borrowers dated as of the Increase Effective Increased Amount Date (in sufficient copies for each Lender) signed by a Responsible Officer certifying that the Borrowers will be in pro forma compliance (based on the most recent fiscal quarter period for which financial statements are available) with the financial covenants set out in Sections 7.15 and 7.16 of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, this Agreement both before and after giving effect to such Commitment Increase(A) any increase in the Revolving Credit Commitments, and (1B) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as making of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished any Loans pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably requirethereto; (iii) the Borrowers shall have paid such pay any upfront fees or other fees, costs and other compensation expenses associated with any addition of additional Lenders pursuant to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agreeSection 4.13(c); (iv) the Borrowers shall have paid such arrangement fees to outstanding Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent (or one or more of its Affiliateson the applicable Increased Amount Date among the applicable Lenders in accordance with their revised Revolving Credit Commitment Percentages, as applicable) as the Lead Borrower and the Administrative Agent or applicable Lenders agree to make all payments and adjustments necessary to effect such Affiliate may agreereallocation and the Borrowers shall pay any and all costs required pursuant to Section 4.09 in connection with such reallocation as if such reallocation were a repayment; and (v) the Borrowers shall deliver or cause to be delivered any customary legal opinions or other documents (including a resolution duly adopted by the Administrative Agent and the Lenders an opinion board of directors (or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to equivalent governing body) of the Borrowers reasonably satisfactory to the Administrative Agent and dated authorizing such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Revolving Credit Commitments) reasonably requested by Administrative Agent in connection with any such transaction.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Any Incremental Increase shall deliver to the Administrative Agent a certificate of each Loan Party dated become effective as of the such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching shall be subject to the resolutionsfollowing conditions precedent, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) which in the case of an Incremental Term Loan incurred solely to finance a substantially concurrent Limited Condition Acquisition, shall be subject to Section 1.12: (i) no Default or Event of Default shall exist on such Increase Effective Date immediately prior to or after giving effect to (A) such Incremental Increase or (B) the Borrowers, certifying that, before and making of any Extensions of Credit pursuant thereto; (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 8.13 based on the financial statements most recently delivered pursuant to Section 7.1 after giving effect to such Commitment Increase, Incremental Increase (1assuming that the entire applicable Incremental Term Loan and/or Revolving Credit Facility Increase is fully funded on the effective date thereof); and (iii) the representations Administrative Agent shall have received from the Borrower any customary legal opinions or other documents (including a resolutions duly adopted by the board of directors 46 142128979_6 170630523_7 (or equivalent governing body) of each Credit Party), in connection with such Incremental Term Loan or Revolving Credit Facility Increase. (e) Terms of Revolving Credit Facility Increases. (i) Revolving Credit Loans made with respect to the Revolving Credit Facility Increase shall mature on the Revolving Credit Maturity Date and warranties contained shall be subject to the same terms and conditions as the other Revolving Credit Loans; (ii) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the applicable Increase Effective Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Revolving Credit Facility Increase) in Article V accordance with their revised Revolving Credit Commitment Percentages (and the other Loan Documents are true Revolving Credit Lenders (including the Incremental Lenders providing such Revolving Credit Facility Increase) agree to make all payments and correct on adjustments necessary to effect such reallocation and the Borrower shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as of if such reallocation were a repayment); (iii) the terms and conditions applicable to such Revolving Credit Facility Increase Effective Dateshall, except to the extent that such representations and warranties specifically refer to an earlier date, otherwise provided in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.7, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer identical to the most recent statements furnished pursuant to clauses (a) terms and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder conditions applicable to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agreeRevolving Credit Facility; (iv) each Revolving Credit Facility Increase shall constitute Obligations of the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and shall be secured and guaranteed with the Administrative Agent or such Affiliate may agreeother Extensions of Credit on a pari passu basis; and (v) the Borrowers any Incremental Lender with a Revolving Credit Facility Increase shall deliver be entitled to the Administrative Agent same voting rights as the existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Revolving Credit Facility Increase shall receive proceeds of prepayments on the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and same basis as the other documents, agreements and instruments then executed and the transactions contemplated thereby; Revolving Credit Loans made hereunder. (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15f).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower Agent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.18, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the BorrowersLoan Parties, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder agreement in form and substance satisfactory to the Loan Documents in such form as the Administrative Agent shall reasonably requireand its counsel; (iii) the Borrowers shall have paid such fees and other compensation to the Revolving Credit Lenders increasing their Revolving Credit Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) other than the Borrowers fees and compensation referred to in clauses (iii) and (iv) above, the Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments, (vi) the Loan Parties shall deliver to the Administrative Agent and the Lenders (A) an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect and (B) a certification from the Borrower Agent, or other evidence satisfactory to the Loan Documents and Administrative Agent, that such increase is permitted under the other documents, agreements and instruments then executed and the transactions contemplated therebySecured Note Debt Documents; (viviii) the Borrowers Loan Parties, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; (ix) the definitions of Required Lenders and Required Supermajority Lenders shall have been revised in a manner acceptable to Administrative Agent in its discretion; and (viix) no Default existsor Event of Default exists or shall result therefrom. The Borrowers shall prepay any Committed Revolving Credit Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant ​ to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Credit Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Credit Loans under this Section 2.15)2.18.

Conditions to Effectiveness of Increase. As Following the Third Amendment Effective Date, as a condition precedent to such increase, (i) the Lead Borrower Parent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased to any existing Lender increasing its Commitment Lenders as the Administrative Agent, the Lead Borrower, Parent and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) if the Parent has requested Bank of America or any of its Affiliates to seek additional Lenders pursuant to Section 2.15(e), the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more Bank of its Affiliates, as applicable) America and such Affiliates as the Lead Borrower Parent and the Administrative Agent or such Affiliate Bank of America may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Total Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, Borrower shall pay any fees agreed to in connection therewith and deliver to Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent: (i) the Lead Borrower shall deliver a customary opinion of counsel to the Loan Parties, addressed to Administrative Agent and each Lender which will have a certificate Commitment with respect to the increase (the “Increase Lenders”), as to matters concerning the Loan Parties and the Loan Documents under applicable laws as Administrative Agent or the Increase Lenders may reasonably request (and consistent with the opinion delivered on the Closing Date); (ii) if not previously delivered to Administrative Agent, copies certified by the Secretary or Assistant Secretary of each Loan Party dated (A) all corporate, partnership, member or other necessary action taken by Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by Guarantor authorizing the guaranty of such increase; (iii) if requested at least three (3) Business Days before the increase, new Revolving Notes executed by Xxxxxxxx, payable to any new Lenders and replacement Revolving Notes executed by Borrower, payable to any existing Lenders increasing their Revolving Commitments, in the amount of such Xxxxxx’s Revolving Commitment as of the Increase Effective Date Date; (iv) if applicable, new Term Notes executed by Borrower, payable to any new Lenders and replacement Term Notes executed by Xxxxxxxx, payable to any existing Lenders increasing their existing Term Loan(s) or participating in sufficient copies a New Term Loan, in the amount of such Lender’s increased existing Term Loan or New Term Loan, as applicable, as of the Increase Effective Date; (v) such duly executed modifications of the Security Instruments as are necessary to reflect that the Facility Amount has increased; (vi) such endorsements from the Title Company as Administrative Agent may deem appropriate in its reasonable discretion in connection with the modified Security Instruments; (vii) evidence indicating whether any improvements or any part thereof located on any Borrowing Base Property are or will be located within a one hundred year flood plain or other area identified by Administrative Agent as having high or moderate risk of flooding or identified as a special flood hazard area as defined by the Federal Emergency Management Agency, and, if so, a flood notification form signed by the applicable Borrower and evidence that the flood insurance required under Section 6.16 below is in place for each Lendersuch improvements and contents, if applicable, all in form, substance and amount reasonably satisfactory to Administrative Agent and the Lenders; and (viii) a certificate of Borrower signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).increase,

Conditions to Effectiveness of Increase. As a condition precedent to such increaseIncremental Facility, (i) each of the Lead conditions set forth in Section 4.02 shall be satisfied and (ii) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Incremental Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, Incremental Facility and (B) in the case of the BorrowersBorrower, certifying that, before and after giving effect to such Commitment IncreaseIncremental Facility, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or in all respects if the underlying representations and warranties are already qualified by materiality or Material Adverse Effect) on and as of the Increase Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in subsections clauses (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (ii2) the Borrowers, the Administrative Agent, both before and any Additional Commitment Lender shall have executed and delivered a joinder after giving effect to the Loan Documents in such form Incremental Facility, no Default or Event of Default has occurred and is continuing or would result from the borrowings, if any, to be made on the Incremental Effective Date. The Borrower shall deliver or cause to be delivered any other customary documents (including, without limitation, legal opinions), certificates and information as reasonably requested by the Administrative Agent in connection with any Incremental Facility. To the extent the Revolving Commitments are being increased on the relevant Incremental Effective Date pursuant to an Incremental Revolving Increase, then each Revolving Lender that is acquiring such Revolving Commitments on the Incremental Effective Date shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agentmake a Revolving Loan, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) proceeds of which will be used to prepay the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more Revolving Loans of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documentsRevolving Lenders immediately prior to such Incremental Effective Date, agreements and instruments then executed and so that, after giving effect thereto, the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Incremental Revolving Increase. If there is a new borrowing of Revolving Loans on such Incremental Effective Date, the Increase Revolving Lenders after giving effect to such Incremental Effective Date (and pay any additional amounts required pursuant to shall make such Revolving Loans in accordance with Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.152.01(b).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i1) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease in Term Loans or Incremental Term Facility, (1A) the representations and warranties contained in Article V and the other Loan Documents this Agreement are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.152.12, the representations and warranties contained in subsections subsection (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses clause (a) and (b), respectively, of Section 6.01, and (iiB) the Borrowers, the Administrative Agent, and any Additional Commitment Lender no Default or Event of Default shall have executed occurred and delivered a joinder to be continuing at such time or would result from the Loan Documents increase in Term Loans or Incremental Term Facility on such form as the Administrative Agent shall reasonably require; Increase Effective Date, (iii2) the Borrowers shall have paid such all fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more expenses of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion in connection with such increase in Term Loans or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender Incremental Term Facility shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding been paid on or prior to the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary provided in the applicable Incremental Term Supplement, (3) with respect to keep each Incremental Term Facility, such Incremental Term Facility shall (i) not have a final maturity date earlier than the outstanding Committed Maturity Date applicable to the Term Facility or a Weighted Average Life to Maturity shorter than the Weighted Average Life to Document Number: 1345735 -49- Maturity of the Term Facility and (ii) be secured by either a pari passu or junior lien on the Collateral, (4) the Applicable Rate for the Incremental Term Loans ratable shall be determined by the Borrower and the lenders thereof; provided, that, in the case of any Incremental Term Loans that are secured by a Lien on the Collateral that is pari passu with the Lien securing the Term Loans, (A) in the event that the applicable margin for any revised Incremental Term Loans Incurred under such Incremental Term Facility on or prior to the date that is 18 months after the Closing Date exceeds the applicable margin for the Term Loans by more than 50 basis points, then the Applicable Percentages arising from any nonratable Rate for the Term Loans shall be adjusted so that the applicable margin for the Incremental Term Loans under such Incremental Term Facility does not exceed the applicable margin for the Term Loans by more than 50 basis points; provided, further, that the determination of the applicable margin for the Term Loans and Incremental Term Loans under the Incremental Term Facility shall include the following items: (x) interest rate margins and (y) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable to the Lenders in the primary syndication thereof (with OID being equated to interest based on an assumed four-year life to maturity) and shall exclude customary arrangement or commitment fees payable to the arrangers (or their affiliates) of such loans and (B) in the event that the Eurodollar Rate floor and/or Base Rate floor applicable to the Incremental Term Facility is greater than the Eurodollar Rate floor or Base Rate floor, respectively, applicable to the Term Loans, the Eurodollar Rate floor and/or Base Rate floor applicable to the Term Loans shall be adjusted to match such Eurodollar Rate floor or Base Rate floor applicable to the Incremental Term Loans but only to the extent an increase in the Commitments under this Section 2.15Eurodollar Rate floor or Base Rate floor applicable to the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurodollar Rate floor and Base Rate floor (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of such differential between interest rate floors, and (5) subject to clause (4)(i), the amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V 0 and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) as of such earlier date, and except that for purposes of this Section 2.150, the representations and warranties contained in subsections (a) 0 and (b) 0 of Section 5.05 0 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) 0 and (b)0, respectively, of Section 6.010, and (2) no Default or Event of Default exists or would arise therefrom, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder Joinder Agreement to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) if requested by the Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default or Event of Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 0) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V ARTICLE VI and in the other Loan Documents Documents, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.152.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.017.01, (ii) the BorrowersBorrower, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such a form as and substance acceptable to the Administrative Agent shall reasonably require; parties thereto, (iii) the Borrowers Borrower shall have paid such fees and other compensation to the Revolving Lenders increasing their Revolving Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers Borrower shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers Borrower shall deliver to the Administrative Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrower, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (shall be reallocated and adjusted between and among the applicable Lenders, and the Borrowers shall pay any additional amounts required pursuant to Section 3.05 resulting therefrom, to the extent necessary to keep the outstanding Committed applicable Revolving Loans ratable among the applicable Lenders with any revised Applicable Percentages Percentages, as applicable, arising from any nonratable increase in the Commitments applicable Revolving Loans under this Section 2.15)2.19.

Conditions to Effectiveness of Increase. As a condition conditions precedent to each such increase, : (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (athe representations and warranties contained in Sections 5.05(a) and (b5.05(b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) the Borrowers, the Administrative Agent and the Revolving Lenders shall have executed and delivered an amendment to this Agreement increasing the minimum Availability thresholds set forth in the definitions of Accelerated Borrowing Base Delivery Event, Covenant Compliance Event and Cash Dominion Event such that the Availability thresholds after the Increase Effective Date are equal to the same percentage of the Aggregate Revolving Commitments after the Increase Effective Date as the percentage of the Aggregate Revolving Commitments as of the Effective Date (and each FILO Lender hereby agrees to any such amendment); (iii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iiiiv) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrower and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (ivv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (vvi) the Borrowers shall deliver to the Administrative Agent and the Revolving Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vivii) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requestedrequested to effectuate the documentation of the foregoing; and (viiviii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to each such increaseCommitment Increase, (i) the Lead Borrower shall deliver have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, immediately before and immediately after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (bf) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (bd), respectively, of Section 6.016.01 (if applicable), and (2) no Default or Event of Default exists or would arise therefrom; (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the this Agreement (and any other Loan Documents Documents, as necessary) in such form as the Administrative Agent shall reasonably require; (iii) the applicable Borrowers shall have paid such fees and other compensation to the Additional Commitment Existing Increasing Lenders and the Increased Additional Commitment Lenders as the Administrative Agent, the Lead Borrower, the Administrative Agent and such Additional Commitment Existing Increasing Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower MLPFS and the Administrative Agent or such Affiliate as the Lead Borrower, the Administrative Agent and MLPFS may agree; (v) with respect to the Australian Borrower and Japanese Borrower, to the extent applicable, all additional stamp duties in respect of the Loan Documents shall have been paid to the Administrative Agent (or its counsel) or withheld from the proceeds of a Credit Extension; (vi) if reasonably requested by the Administrative Agent, the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinionscustomary opinions from counsel to the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebyIncrease Effective Date; (vivii) the Borrowers Borrowers, the Existing Increasing Lenders and the Additional Commitment Lender Lenders shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiviii) no Default existsor Event of Default exists or would arise therefrom. The Borrowers shall prepay any applicable Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding applicable Committed Loans ratable with any revised Applicable Percentages arising from any nonratable non-ratable increase in the Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) no Default or Event of Default shall exist, (ii) the Lead Borrower shall (x) deliver to the Administrative Agent (1) an Instrument of Accession executed by the Borrower and the applicable Lender(s), and (2) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease no Default shall exist and (iii) the Borrower shall pay any fees then due that the Borrower shall have agreed to pay in connection with such increase. Upon the effectiveness of any increase in the Total Revolving Credit Commitments pursuant hereto, (1i) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections each Lender (anew or existing) and (b) of Section 5.05 shall be deemed to refer have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding Revolving Credit Loan (in each case, on the most recent statements furnished pursuant to clauses (aterms and conditions set forth in the Assignment and Assumption) and (b), respectively, of Section 6.01, (ii) the Borrowerscredit exposure hereunder of the existing and new Lenders in respect of Swing Line Loans and Letters of Credit shall be automatically adjusted such that, the Administrative Agentafter giving effect to such assignments and adjustments, all Revolving Credit Loans and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in all such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and credit exposure is held ratably by the Lenders an opinion or opinions, in form and substance reasonably satisfactory proportion to the Administrative Agent, from counsel their respective Revolving Credit Percentages (giving effect to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under Total Revolving Credit Commitments). Payments received by assigning Lenders pursuant to this Section 2.15)in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.17 be deemed prepayments of such Loan.

Conditions to Effectiveness of Increase. (i) As a condition precedent to such increaseeach Incremental Increase, (i) the Lead each Borrower shall deliver to the Administrative Agent a certificate of such Borrower and, if reasonably determined by the Administrative Agent to be necessary or desirable under applicable Law with respect to the Guaranty of a Guarantor, of each Loan Party such Guarantor, dated as of the Increase Effective Date (in sufficient copies for each Lender) Date, signed by a Responsible Officer of such Loan Party Borrower or Guarantor and (Ai) certifying and attaching the resolutionsresolutions or the designation of authority, if necessaryas applicable, adopted by such Loan Party Borrower or Guarantor approving or consenting to such Commitment Incremental Increase (which, with respect to any such Loan Party, may, if applicable and certified to still be in force, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date or delivered to the Administrative Agent and the Lender in connection with any transaction prior to the date of such Incremental Increase, ) and (Bii) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increase, that (1A) the representations and warranties contained in Article V and the other Loan Documents are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date (or instead, in the case of an LCT Election, as of the LCT Test Date, subject to any additional representations and warranties, if any, required by the lenders providing the Incremental Increase as of the Increase Effective Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this Section 2.152.16, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses subsections (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (viiB) no Default exists. The Borrowers or Event of Default shall prepay any Committed Loans outstanding on exist and be continuing immediately before or after the Increase Effective Date (or instead, in the case of an LCT Election, as of the LCT Test Date, and pay any additional amounts required in which case no Specified Default shall exist and be continuing immediately before or after the Increase Effective Date); and (C) the Company and its Restricted Subsidiaries shall be in pro forma compliance with each of the financial covenants contained in Section 7.11 as of the last day of the most recent fiscal quarter ended prior to the Increase Effective Date (or instead, in the case of an LCT Election, prior to the LCT Test Date) for which financial statements have been delivered pursuant to Section 3.05 6.01, after giving effect to such Incremental Increase and the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)use of proceeds thereof.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Administrative Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such each Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such each Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date; and except, and except that that, for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Lenders increasing their Commitments and to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, Borrowers and such Additional Commitment Lenders and such Increased Additional Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees fees, if any, to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower Borrowers and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers Loan Parties reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers Borrowers, the Lenders increasing their Commitments and the each Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15)Section.

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Tranche A Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Tranche A Commitment Increase, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Tranche A Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Tranche A Commitment Lenders and the Increased Tranche A Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Tranche A Commitment Lenders and such Increased Tranche A Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Tranche A Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Tranche A Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Tranche A Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Tranche A Committed Loans ratable with any revised Tranche A Applicable Percentages arising from any nonratable increase in the Tranche A Commitments under this Section 2.15).

Conditions to Effectiveness of Increase. As a condition precedent to An Incremental Facility shall become effective as of such increase, Increase Effective Date; provided that (i) the Lead Borrower shall deliver to the Administrative Agent a certificate no Event of each Loan Party dated as of the Default exists on such Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, adopted by such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrowers, certifying that, before and immediately after giving effect to such Commitment Increase, (1) the representations and warranties contained in Article V Incremental Facility and the other Loan Documents are true making of any Loans pursuant thereto and correct on any transaction consummated in connection therewith (provided that, in the case of Incremental Term Loans incurred to finance a Limited Condition Acquisition, if the Borrower has made an LCA Election, such condition shall be that (x) no Event of Default shall have occurred and be continuing at the LCA Test Date and (y) no Specified Event of Default shall exist as of the respective Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, ; (ii) any Revolving Commitment Increase shall be on the Borrowers, the Administrative Agent, same terms and any Additional Commitment Lender shall have executed and delivered a joinder pursuant to the Loan Documents same documentation applicable to the Revolving Facility (including the maturity date in such form as respect thereof) (provided the Administrative Agent shall reasonably requireapplicable margin applicable thereto may be increased if necessary to be consistent with that for the Revolving Commitment Increase); (iii) any Additional Revolving Commitments (A) shall rank pari passu in right of payment and security with the Borrowers Revolving Loans and the Term Loans, (B) shall be secured solely by Collateral, (C) shall not be guaranteed by any entity that is not a Guarantor, (D) shall not mature earlier than (and shall not have paid such fees any mandatory commitment reduction earlier than) the latest Revolving Termination Date, (E) except as set forth above, shall be on substantially the same terms and other compensation pursuant to the Additional Commitment Lenders and same documentation applicable to the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (or one or more acting at the direction of its Affiliatesthe Required Lenders) (it being understood that terms that are not substantially the same as those applicable to the Revolving Facility but which are applicable only after the then-existing latest Revolving Termination Date, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver be deemed acceptable to the Administrative Agent and the Lenders an opinion Required Lenders) and (F) the Applicable Margin for the Additional Revolving Commitments shall be determined by the Borrower and the applicable new Lenders; and (iv) any Incremental Term Loans (A) shall rank pari passu in right of payment and pari passu or opinionsjunior in right of security or shall be unsecured, in form and substance reasonably satisfactory to each case, as permitted under the Administrative AgentMaximum Incremental Facilities Amount, from counsel to with the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents Revolving Loans and the other documentsTerm Loans, agreements and instruments then executed and (B) shall be secured solely by Collateral, (C) shall not be guaranteed by any entity that is not a Guarantor, (D) shall not mature earlier than the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15).latest

Conditions to Effectiveness of Increase. As a condition precedent to such increase, (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party the Borrower approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1I) the representations and warranties contained in Article V ARTICLE VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15SECTION 2.14, the representations and warranties contained in subsections (a) and (b) of Section 5.05 SECTION 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01SECTION 7.01, and (II) no Default exists, (ii) the BorrowersBorrower shall pay all applicable fees owing by the Borrower in connection with the increase (including any upfront, administrative or arrangement fees agreed to by the Administrative Agent, Borrower) and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as (iii) the Administrative Agent shall reasonably require; have received (iiiA) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased Commitment Lenders as the Administrative Agent, the Lead Borrower, such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more of its Affiliates, as applicable) as the Lead Borrower and the Administrative Agent or such Affiliate may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, executed joinder agreements from each new Lender in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated thereby; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested; its counsel and (viiB) no Default existsa Note duly executed by the Borrower in favor of each new Lender requesting a Note. The Borrowers Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 SECTION 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages Pro Rata Share arising from any nonratable increase in the Commitments under this Section 2.15)Section; PROVIDED that the out-of pocket amount to be paid by the Borrower in connection with any such prepayment arising out of such a reallocation of the outstanding Committed Loans shall be limited to the additional amounts required pursuant to SECTION 3.05.

Conditions to Effectiveness of Increase. As AsFollowing the First Amendment Effective Date, as a condition precedent to such increase, (i) the Lead Borrower Parent shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions, if necessary, resolutions adopted by such Loan Party approving or consenting to such Commitment Increaseincrease, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such Commitment Increaseincrease, (1) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers, the Administrative Agent, and any Additional Commitment Lender shall have executed and delivered a joinder to the Loan Documents in such form as the Administrative Agent shall reasonably require; (iii) the Borrowers shall have paid such fees and other compensation to the Additional Commitment Lenders and the Increased to any existing Lender increasing its Commitment Lenders as the Administrative Agent, the Lead Borrower, Parent and such Additional Commitment Lenders and such Increased Commitment Lenders shall agree; (iv) if the Parent has requested MLPFSBank of America or any of its Affiliates to seek additional Lenders pursuant to Section 2.15(ce), the Borrowers shall have paid such arrangement fees to the Administrative Agent (or one or more MLPFSBank of its Affiliates, as applicable) America and such Affiliates as the Lead Borrower Parent and the Administrative Agent or such Affiliate MLPFSBank of America may agree; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date with respect to the Loan Documents and the other documents, agreements and instruments then executed and the transactions contemplated therebydate; (vi) the Borrowers and the Additional Commitment Lender shall have delivered such other instruments, documents and agreements evidencing the Commitment Increase as the Administrative Agent may reasonably have requested; and (vii) no Default exists. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Aggregate Revolving Commitments under this Section 2.15)Section.